Exhibit 4.1


 


 





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

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


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

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


Pentalpha
Surveillance LLC,

as Operating Advisor and as Asset Representations Reviewer,


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


May 1, 2016


 


JPMDB Commercial Mortgage Securities Trust
2016-C2

Commercial Mortgage Pass-Through Certificates


 


Series 2016-C2


 






    


     

    

 




 


TABLE OF CONTENTS


 


Page




	Article I 



DEFINITIONS
	Section 1.01      Defined Terms	7
	Section 1.02      Certain Calculations	121
	Article II 



CONVEYANCE OF MORTGAGE LOANS;

 ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01      Conveyance of Mortgage Loans	122
	Section 2.02      Acceptance by Trustee	128
	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	133
	Section 2.04      Execution of Certificates; Issuance of Lower-Tier Regular Interests	149
	Section 2.05      Creation of the Grantor Trust	149
	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	150
	Section 3.02      Collection of Mortgage Loan Payments	157
	Section 3.03      Collection of Taxes, Assessments and Similar Items; Servicing Accounts	162
	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	166
	Section 3.05      Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	173
	Section 3.06      Investment of Funds in the Collection Account and the REO Account	184
	Section 3.07      Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	186
	Section 3.08      Enforcement of Due-on-Sale Clauses; Assumption Agreements	191



 






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	Section 3.09      Realization Upon Defaulted Loans and Companion Loans	197
	Section 3.10      Trustee and Custodian to Cooperate; Release of Mortgage Files	200
	Section 3.11      Servicing Compensation	202
	Section 3.12      Inspections; Collection of Financial Statements	209
	Section 3.13      Access to Certain Information	213
	Section 3.14      Title to REO Property; REO Account	225
	Section 3.15      Management of REO Property	227
	Section 3.16      Sale of Defaulted Loans and REO Properties	229
	Section 3.17      Additional Obligations of Master Servicer and Special Servicer	236
	Section 3.18      Modifications, Waivers, Amendments and Consents	238
	Section 3.19      Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	249
	Section 3.20      Sub-Servicing Agreements	255
	Section 3.21      Interest Reserve Account	258
	Section 3.22      Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	259
	Section 3.23      Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	259
	Section 3.24      Intercreditor Agreements	263
	Section 3.25      Rating Agency Confirmation	266
	Section 3.26      The Operating Advisor	267
	Section 3.27      Companion Paying Agent	274
	Section 3.28      Companion Register	275
	Section 3.29      Certain Matters Relating to the Non-Serviced Mortgage Loans	275
	Section 3.30      [Reserved]	277
	Section 3.31      [Reserved]	277
	Section 3.32      [Reserved]	277
	Section 3.33      Delivery of Excluded Information to the Certificate Administrator	277
	 

                                                                                Article IV 
 
 distributions TO CERTIFICATEHOLDERS

	Section 4.01      Distributions	278
	Section 4.02      Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	288
	Section 4.03      P&I Advances	293
	Section 4.04      Allocation of Realized Losses	296
	Section 4.05      Appraisal Reduction Amounts; Collateral Deficiency Amounts	297
	Section 4.06      Grantor Trust Reporting	301
	Section 4.07      Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	302
	Section 4.08      Secure Data Room	305



 






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	Article V 



THE CERTIFICATES
	Section 5.01      The Certificates	307
	Section 5.02      Form and Registration	307
	Section 5.03      Registration of Transfer and Exchange of Certificates	309
	Section 5.04      Mutilated, Destroyed, Lost or Stolen Certificates	317
	Section 5.05      Persons Deemed Owners	317
	Section 5.06      Access to List of Certificateholders’ Names and Addresses; Special Notices	317
	Section 5.07      Maintenance of Office or Agency	318
	Section 5.08      Appointment of Certificate Administrator	319
	Section 5.09      [Reserved]	319
	Section 5.10      Voting Procedures	319
	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	321
	Section 6.02      Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	326
	Section 6.03      Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	327
	Section 6.04      Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	328
	Section 6.05      Depositor, Master Servicer and Special Servicer Not to Resign	334
	Section 6.06      Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	334
	Section 6.07      The Master Servicer and the Special Servicer as Certificate Owner	335
	Section 6.08      The Directing Certificateholder	335
	Article VII 



SERVICER TERMINATION EVENTS
	Section 7.01      Servicer Termination Events; Master Servicer and Special Servicer Termination	340
	Section 7.02      Trustee to Act; Appointment of Successor	348



 






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	Section 7.03      Notification to Certificateholders	350
	Section 7.04      Waiver of Servicer Termination Events	351
	Section 7.05      Trustee as Maker of Advances	351
	Article VIII 



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	Section 8.01      Duties of the Trustee and the Certificate Administrator	352
	Section 8.02      Certain Matters Affecting the Trustee and the Certificate Administrator	353
	Section 8.03      Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	355
	Section 8.04      Trustee or Certificate Administrator May Own Certificates	356
	Section 8.05      Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	356
	Section 8.06      Eligibility Requirements for Trustee and Certificate Administrator	357
	Section 8.07      Resignation and Removal of the Trustee and Certificate Administrator	358
	Section 8.08      Successor Trustee or Certificate Administrator	361
	Section 8.09      Merger or Consolidation of Trustee or Certificate Administrator	361
	Section 8.10      Appointment of Co-Trustee or Separate Trustee	362
	Section 8.11      Appointment of Custodians	363
	Section 8.12      Representations and Warranties of the Trustee	363
	Section 8.13      Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	364
	Section 8.14      Representations and Warranties of the Certificate Administrator	364
	Section 8.15      Compliance with the PATRIOT Act	366
	Article IX 



TERMINATION
	Section 9.01      Termination upon Repurchase or Liquidation of All Mortgage Loans	366
	Section 9.02      Additional Termination Requirements	370
	Article X 



ADDITIONAL REMIC PROVISIONS
	Section 10.01     REMIC Administration	370
	Section 10.02     Use of Agents	374
	Section 10.03     Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	374
	Section 10.04     Appointment of REMIC Administrators	375



 






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	Article XI 



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 11.01      Intent of the Parties; Reasonableness	376
	Section 11.02      Succession; Subcontractors	376
	Section 11.03      Filing Obligations	378
	Section 11.04      Form 10-D Filings	379
	Section 11.05      Form 10-K Filings	382
	Section 11.06      Sarbanes-Oxley Certification	385
	Section 11.07      Form 8-K Filings	386
	Section 11.08      Form 15 Filing	388
	Section 11.09      Annual Compliance Statements	388
	Section 11.10      Annual Reports on Assessment of Compliance with Servicing Criteria	390
	Section 11.11      Annual Independent Public Accountants’ Attestation Report	392
	Section 11.12      Indemnification	393
	Section 11.13      Amendments	395
	Section 11.14      Regulation AB Notices	396
	Section 11.15      Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	396
	Section 11.16      Certain Matters Regarding Significant Obligors	401
	Section 11.17      Impact of Cure Period	401
	 	 
	Article XII 



THE ASSET REPRESENTATIONS REVIEWER
	Section 12.01      Asset Review	401
	Section 12.02      Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	407
	Section 12.03      Resignation of the Asset Representations Reviewer	409
	Section 12.04      Restrictions of the Asset Representations Reviewer	409
	Section 12.05      Termination of the Asset Representations Reviewer	409
	Article XIII 



MISCELLANEOUS PROVISIONS
	Section 13.01      Amendment	412
	Section 13.02      Recordation of Agreement; Counterparts	416
	Section 13.03      Limitation on Rights of Certificateholders	417
	Section 13.04      Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	418
	Section 13.05      Notices	418
	Section 13.06      Severability of Provisions	423
	Section 13.07      Grant of a Security Interest	423
	Section 13.08      Successors and Assigns; Third Party Beneficiaries	423



 






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	Section 13.09      Article and Section Headings	424
	Section 13.10      Notices to the Rating Agencies	424


 






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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-3A Certificate
	Exhibit A-4	Form of Class A-3B Certificate
	Exhibit A-5	Form of Class A-4 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-C Certificate
	Exhibit A-10	Form of Class A-S Certificate
	Exhibit A-11	Form of Class B Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class NR Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit 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 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 Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation
    S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry
    Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A
    Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation
    S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry
    Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing
    Certificateholder and/or a Controlling Class Certificateholder)


 






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	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
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)


 



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	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ-A	JPM Asset Review Procedures
	Exhibit QQ-B	GACC Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of
    Asset Review Trigger]
	 	 
	SCHEDULES	 
	 	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback”
    Escrows or Reserves exceeding 10% of the Initial Principal Balance


 






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This Pooling and Servicing
Agreement is dated and effective as of May 1, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, 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 NR Specific Grantor Trust Assets shall be treated as a grantor
trust 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 NR Certificates shall represent undivided beneficial interests in the Grantor
Trust.


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3A, Class LA3B, Class
LA4, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests (the “Lower-Tier
Regular Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder.
The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests”
in the Lower-Tier REMIC and is represented by the Class R Certificates.


 






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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)	$  23,342,000
	Class LA2	(1)	$160,394,000
	Class LA3A	(1)	$120,000,000
	Class LA3B	(1)	$  50,000,000
	Class LA4	(1)	$222,981,000
	Class LASB	(1)	$  48,243,000
	Class LAS	(1)	$  75,888,000
	Class LB	(1)	$  44,639,000
	Class LC	(1)	$  36,828,000
	Class LD	(1)	$  43,524,000
	Class LE	(1)	$  17,856,000
	Class LF	(1)	$  12,276,000
	Class LNR	(1)	$  36,828,383
	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-3A, Class A-3B, Class A-4, Class A-SB,
Class X-A, Class X-B, Class X-C, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates (exclusive of
the portion of the Class NR Certificates representing an interest in the Grantor Trust), 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 GRANTOR TRUST


 


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


 






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the Trust
Fund consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income
tax law or (ii) to be treated as part of any Trust REMIC.


 


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	1.4225%	$23,342,000
	Class A-2 Certificates	2.6619%	$160,394,000
	Class A-3A Certificates	2.8813%	$120,000,000
	Class A-3B Certificates	2.8813%	$50,000,000
	Class A-4 Certificates	3.1439%	$222,981,000
	Class A-SB Certificates	2.9542%	$48,243,000
	Class X-A Certificates	1.8719%(1)	$700,848,000(2)
	Class X-B Certificates	0.8181%(1)	$44,639,000(2)
	Class X-C Certificates	1.2500%(1)	$80,352,000(2)
	Class A-S Certificates	3.4836%	$75,888,000
	Class B Certificates	3.9901%	$44,639,000
	Class C Certificates	3.5582%	$36,828,000
	Class D Certificates	3.5582%	$43,524,000
	Class E Certificates	4.8082%	$17,856,000
	Class F Certificates	4.8082%	$12,276,000
	Class NR Certificates	4.8082%	$36,828,383
	Class R Certificates	None(3)	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”. The Pass-Through Rate for the Class X-C Certificates will
                                         be calculated in accordance with the definition of “Class X-C Pass-Through Rate”.



 


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



 


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



 


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 $892,799,383.


 






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The Quaker Bridge Mall
Pari Passu Companion Loan, the Quaker Bridge Mall Subordinate Companion Loan, the 787 Seventh Avenue Pari Passu Companion Loans,
the 787 Seventh Avenue Subordinate Companion Loan, the 100 East Pratt Pari Passu Companion Loans, the Sanofi Office Complex Pari
Passu Companion Loans, the Williamsburg Premium Outlets Pari Passu Companion Loans, the Four Penn Center Pari Passu Companion Loans,
the Equity Inns Portfolio Pari Passu Companion Loans, the One Harbor Point Square Pari Passu Companion Loan, the Naples Grande
Beach Resort Pari Passu Companion Loans, the Palisades Center Pari Passu Companion Loans, the Palisades Center Subordinate Companion
Loans, the Sun MHC Portfolio Pari Passu Companion Loan and the Hall Office Park A1/G1/G3 Pari Passu 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 Quaker Bridge Mall
Whole Loan consists of the Quaker Bridge Mall Mortgage Loan, the Quaker Bridge Mall Pari Passu Companion Loan and the Quaker Bridge
Mall Subordinate Companion Loan. The Quaker Bridge Mall Mortgage Loan and the Quaker Bridge Mall Pari Passu Companion Loan are
pari passu with each other, and each is senior to the Quaker Bridge Mall Subordinate Companion Loan. The Quaker Bridge Mall
Mortgage Loan is part of the Trust Fund. Neither the Quaker Bridge Mall Pari Passu Companion Loan nor the Quaker Bridge Mall Subordinate
Companion Loan is part of the Trust Fund. The Quaker Bridge Mall Mortgage Loan and the Quaker Bridge Mall Pari Passu Companion
Loan will be serviced and administered in accordance with this Agreement and the Quaker Bridge Mall Intercreditor Agreement.


 


The 787 Seventh Avenue
Whole Loan consists of the 787 Seventh Avenue Mortgage Loan, the 787 Seventh Avenue Pari Passu Companion Loans and the 787 Seventh
Avenue Subordinate Companion Loan. The 787 Seventh Avenue Mortgage Loan and the 787 Seventh Avenue Pari Passu Companion Loans are
pari passu with each other, and each is senior to the 787 Seventh Avenue Subordinate Companion Loan. The 787 Seventh Avenue
Mortgage Loan is part of the Trust Fund. Neither the 787 Seventh Avenue Pari Passu Companion Loans nor the 787 Seventh Avenue Subordinate
Companion Loan are part of the Trust Fund. The 787 Seventh Avenue Mortgage Loan, the 787 Seventh Avenue Pari Passu Companion Loans
and the 787 Seventh Avenue Subordinate Companion Loan will be serviced and administered in accordance with the COMM 2016-787S Mortgage
Trust Trust and Servicing Agreement and the 787 Seventh Avenue Intercreditor Agreement.


 


The 100 East Pratt Whole
Loan consists of the 100 East Pratt Mortgage Loan and the 100 East Pratt Pari Passu Companion
Loans. The 100 East Pratt Mortgage Loan and the 100 East Pratt Pari Passu Companion Loans are pari passu with each other.
The 100 East Pratt Mortgage Loan is part of the Trust Fund. The 100 East Pratt Pari Passu Companion Loans are not part of the
Trust Fund. The 100 East Pratt Mortgage Loan and the 100 East Pratt Pari Passu 


 






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Companion
Loans will be serviced and administered in accordance with this Agreement and the 100 East Pratt Intercreditor Agreement.


 


The Sanofi Office Complex
Whole Loan consists of the Sanofi Office Complex Mortgage Loan and the Sanofi Office Complex Pari Passu Companion Loans. The Sanofi
Office Complex Mortgage Loan and the Sanofi Office Complex Pari Passu Companion Loans are pari passu with each other. The
Sanofi Office Complex Mortgage Loan is part of the Trust Fund. The Sanofi Office Complex Pari Passu Companion Loans are not part
of the Trust Fund. The Sanofi Office Complex Mortgage Loan and the Sanofi Office Complex Pari Passu Companion Loans will be serviced
and administered in accordance with the Wells Fargo Commercial Mortgage Trust 2016-C33 Pooling and Servicing Agreement and the
Sanofi Office Complex Intercreditor Agreement.


 


The Williamsburg Premium
Outlets Whole Loan consists of the Williamsburg Premium Outlets Mortgage Loan and the Williamsburg Premium Outlets Pari Passu Companion
Loans. The Williamsburg Premium Outlets Mortgage Loan and the Williamsburg Premium Outlets Pari Passu Companion Loans are pari
passu with each other. The Williamsburg Premium Outlets Mortgage Loan is part of the Trust Fund. The Williamsburg Premium Outlets
Pari Passu Companion Loans are not part of the Trust Fund. The Williamsburg Premium Outlets Mortgage Loan and the Williamsburg
Premium Outlets Pari Passu Companion Loans will be serviced and administered in accordance with the DBJPM 2016-C1 Mortgage Trust
Pooling and Servicing Agreement and the Williamsburg Premium Outlets Intercreditor Agreement.


 


The Four Penn Center
Whole Loan consists of the Four Penn Center Mortgage Loan and the Four Penn Center Pari Passu Companion Loan. The Four Penn Center
Mortgage Loan and the Four Penn Center Pari Passu Companion Loan are pari passu with each other. The Four Penn Center Mortgage
Loan is part of the Trust Fund. The Four Penn Center Pari Passu Companion Loan is not part of the Trust Fund. The Four Penn Center
Mortgage Loan and the Four Penn Center Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement
and the Four Penn Center Intercreditor Agreement.


 


The Equity Inns Portfolio
Whole Loan consists of the Equity Inns Portfolio Mortgage Loan and the Equity Inns Portfolio Pari Passu Companion Loans. The Equity
Inns Portfolio Mortgage Loan and the Equity Inns Portfolio Pari Passu Companion Loans are pari passu with each other. The
Equity Inns Portfolio Mortgage Loan is part of the Trust Fund. The Equity Inns Portfolio Pari Passu Companion Loans are not part
of the Trust Fund. The Equity Inns Portfolio Mortgage Loan and the Equity Inns Portfolio Pari Passu Companion Loans will be serviced
and administered in accordance with the COMM 2015-LC23 Mortgage Trust Pooling and Servicing Agreement and the Equity Inns Portfolio
Intercreditor Agreement.


 


The One Harbor Point
Square Whole Loan consists of the One Harbor Point Square Mortgage Loan and the One Harbor Point Square Pari Passu Companion Loan.
The One Harbor Point Square Mortgage Loan and the One Harbor Point Square Pari Passu Companion Loan are pari passu with
each other. The One Harbor Point Square Mortgage Loan is part of the Trust Fund. The One Harbor Point Square Pari Passu Companion
Loan is not part of the Trust Fund. The One Harbor Point Square Mortgage Loan and the One Harbor Point Square Pari Passu Companion
Loan will be serviced and administered (a) from and after the Closing Date


 






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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 Other Pooling and Servicing
Agreement related to the Other Securitization involving the One Harbor Point Square Pari Passu Note A-1 and (ii) the related Intercreditor
Agreement.


 


The Naples Grande Beach
Resort Whole Loan consists of the Naples Grande Beach Resort Mortgage Loan and the Naples Grande Beach Resort Pari Passu Companion
Loans. The Naples Grande Beach Resort Mortgage Loan and the Naples Grande Beach Resort Pari Passu Companion Loans are pari passu
with each other. The Naples Grande Beach Resort Mortgage Loan is part of the Trust Fund. The Naples Grande Beach Resort Pari Passu
Companion Loans are not part of the Trust Fund. The Naples Grande Beach Resort Mortgage Loan and the Naples Grande Beach Resort
Pari Passu Companion Loans will be serviced and administered in accordance with the JPMBB Commercial Mortgage Securities Trust
2016-C1 Pooling and Servicing Agreement and the Naples Grande Beach Resort Intercreditor Agreement.


 


The Palisades Center
Whole Loan consists of the Palisades Center Mortgage Loan, the Palisades Center Pari Passu Companion Loans, the Palisades Center
Note B Subordinate Companion Loans, the Palisades Center Note C Subordinate Companion Loans and the Palisades Center Note D Subordinate
Companion Loans. The Palisades Center Mortgage Loan and the Palisades Center Pari Passu Companion Loans are pari passu with
each other, and each is senior to the Palisades Center Subordinate Companion Loans. The Palisades Center Note B Subordinate Companion
Loans are senior in right of payment to the Palisades Center Note C Subordinate Companion Loans and the Palisades Center Note D
Subordinate Companion Loans; and the Palisades Center Note C Subordinate Companion Loans are senior in right of payment to the
Palisades Center Note D Subordinate Companion Loans. The Palisades Center Mortgage Loan is part of the Trust Fund. None of the
Palisades Center Pari Passu Companion Loans or the Palisades Center Subordinate Companion Loans is part of the Trust Fund. The
Palisades Center Mortgage Loan and the Palisades Center Pari Passu Companion Loans will be serviced and administered in accordance
with the Palisades Center Trust 2016-PLSD Trust and Servicing Agreement and the Palisades Center Intercreditor Agreement.


 


The Sun MHC Portfolio
Whole Loan consists of the Sun MHC Portfolio Mortgage Loan and the Sun MHC Portfolio Pari Passu Companion Loan. The Sun MHC Portfolio
Mortgage Loan and the Sun MHC Portfolio Pari Passu Companion Loan are pari passu with each other. The Sun MHC Portfolio
Mortgage Loan is part of the Trust Fund. The Sun MHC Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The Sun
MHC Portfolio Mortgage Loan and the Sun MHC Portfolio Pari Passu Companion Loan will be serviced and administered in accordance
with the COMM 2016-DC2 Mortgage Trust Pooling and Servicing Agreement and the Sun MHC Portfolio Intercreditor Agreement.


 


The Hall Office Park
A1/G1/G3 Whole Loan consists of the Hall Office Park A1/G1/G3 Mortgage Loan and the Hall Office Park
A1/G1/G3 Pari Passu Companion Loan. The Hall Office Park A1/G1/G3 Mortgage Loan and the Hall Office Park A1/G1/G3 Pari Passu Companion
Loan are pari passu with each other. The Hall Office Park A1/G1/G3 Mortgage Loan is part of the Trust Fund. The Hall Office
Park A1/G1/G3 Pari Passu Companion Loan is not part of the Trust Fund. The Hall Office Park A1/G1/G3 Mortgage Loan and the Hall
Office 


 






    -6-


     

    

 


Park
A1/G1/G3 Pari Passu Companion Loan will be serviced and administered in accordance with the DBJPM 2016-C1 Mortgage Trust Pooling
and Servicing Agreement and the Hall Office Park A1/G1/G3 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.


 


“100 East Pratt
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 1, 2016, by and between the holders of
the 100 East Pratt Pari Passu Companion Loans and the holder of the 100 East Pratt Mortgage Loan, relating to the relative rights
of such holders of the 100 East Pratt Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“100 East Pratt
Mortgage Loan”: With respect to the 100 East Pratt Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated as promissory notes A-1 and A-4, and is pari passu
in right of payment with the 100 East Pratt Pari Passu Companion Loans to the extent set forth in the 100 East Pratt Intercreditor
Agreement.


 


“100 East Pratt
Mortgaged Property”: The Mortgaged Property that secures the 100 East Pratt Whole Loan.


 


“100 East Pratt
Pari Passu Companion Loans”: With respect to the 100 East Pratt Whole Loan, the Companion Loans evidenced by the promissory
notes A-2, A-3, A-5 and A-6 made by the related Mortgagor and secured by the Mortgage on the 100 East Pratt Mortgaged Property,
which are not included in the Trust and which are pari passu in right of payment to the 100 East Pratt Mortgage Loan to
the extent set forth in the related Mortgage Loan documents and as provided in the 100 East Pratt Intercreditor Agreement.


 


“100 East Pratt
Whole Loan”: The 100 East Pratt Mortgage Loan, together with the 100 East Pratt Pari Passu Companion Loans, each of which
is secured by the same Mortgage on the 100 East Pratt Mortgaged Property. References herein to the 100 East Pratt Whole Loan shall
be construed to refer to the aggregate indebtedness under the 100 East Pratt Mortgage Loan and the 100 East Pratt Pari Passu Companion
Loans.


 


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


 


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


 






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“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.


 


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


 


“787 Seventh
Avenue Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of January 27, 2016, by and between the holder
of the 787 Seventh Avenue Pari Passu Companion Loans, the holder of the 787 Seventh Avenue Mortgage Loan and the holder of the
787 Seventh Avenue Subordinate Companion Loan, relating to the relative rights of such holders of the 787 Seventh Avenue Whole
Loan, as the same may be further amended in accordance with the terms thereof.


 


“787 Seventh
Avenue Mortgage Loan”: With respect to the 787 Seventh Avenue Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-8, and is pari
passu in right of payment with the 787 Seventh Avenue Pari Passu Companion Loans to the extent set forth in the 787 Seventh
Avenue Intercreditor Agreement.


 


“787 Seventh
Avenue Mortgaged Property”: The Mortgaged Property that secures the 787 Seventh Avenue Whole Loan.


 


“787 Seventh
Avenue Pari Passu Companion Loans”: With respect to the 787 Seventh Avenue Whole Loan, the Companion Loans evidenced
by promissory notes A-1, A-2, A-3, A-4, A-5, A-6 and A-7 made by the related Mortgagor and secured by the Mortgage on the 787 Seventh
Avenue Mortgaged Property, which are not included in the Trust and each of which is pari passu in right of payment to the
787 Seventh Avenue Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 787 Seventh
Avenue Intercreditor Agreement.


 


“787 Seventh
Avenue Subordinate Companion Loan”: With respect to 787 Seventh Avenue Whole Loan, the Companion Loan evidenced by promissory
note B made by the related Mortgagor and secured by the Mortgage on 787 Seventh Avenue Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to 787 Seventh Avenue Mortgage Loan and 787 Seventh Avenue Pari Passu
Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the 787 Seventh Avenue Intercreditor
Agreement.


 


“787 Seventh
Avenue Whole Loan”: The 787 Seventh Avenue Mortgage Loan, together with the 787 Seventh Avenue Pari Passu Companion Loans
and the 787 Seventh Avenue Subordinate Companion Loan, each of which is secured by the same Mortgage on the 787 Seventh Avenue
Mortgaged Property. References herein to the 787 Seventh Avenue Whole Loan shall be construed to refer to the aggregate indebtedness
under the 787 Seventh Avenue


 






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Mortgage
Loan, the 787 Seventh Avenue Pari Passu Companion Loans and the 787 Seventh Avenue Subordinate Companion Loan.


 


“AB Control
Appraisal Period”: The “Control Appraisal Period” as defined in the AB Intercreditor Agreement for the 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 Quaker Bridge Mall Intercreditor Agreement, the 787
Seventh Avenue Intercreditor Agreement and the Palisades Center 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 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 Quaker Bridge Mall Mortgage Loan, the 787 Seventh Avenue Mortgage Loan and the Palisades
Center 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.


 


“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 Quaker Bridge Mall Subordinate
Companion Loan, the 787 Seventh Avenue Subordinate Companion Loan and each of the Palisades Center Subordinate Companion Loans
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 Quaker Bridge Mall Whole Loan, the 787 Seventh Avenue Whole Loan and the Palisades
Center Whole Loan are the only AB Whole Loans related to the Trust.


 






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“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 Quaker Bridge
Mall Whole Loan, Teachers Insurance and Annuity Association of America is the 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 and the Special Servicer may forbear taking any enforcement action, provided
that the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and
(unless a Control Termination Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the
consent of the Directing Certificateholder (and after a Control Termination Event has occurred, but prior to the occurrence of
a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder
as provided in Section 6.08 hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control
Appraisal Period, with the consent of the related 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 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.


 






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“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


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


 






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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. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall
order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing
Advance); 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. 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).


 






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


 


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


 






    -14-


     

    

 


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.


 


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


 


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


 


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


 


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


 


“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.


 






    -15-


     

    

 


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


 


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


 


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


 


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


 


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


 


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


 


“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


 






    -16-


     

    

 


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).


 


“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 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


 






    -17-


     

    

 


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 Class NR 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;


 


(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; and


 


(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).


 


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.


 






    -18-


     

    

 


“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 policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 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.


 






    -19-


     

    

 


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 0.00673%
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 (other than 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 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 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 Mortgagor, a Borrower Party or any 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


 






    -20-


     

    

 


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 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.


 






    -21-


     

    

 


“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-3A, Class A-3B, Class A-4, 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 1.4225%.


 


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


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.6619%.


 


“Class A-3A
Certificate”: A Certificate designated as “Class A-3A” 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-3A
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
2.8813%.


 


“Class A-3B
Certificate”: A Certificate designated as “Class A-3B” 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-3B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of
2.8813%.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” 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-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.1439%.


 


“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.


 






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“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.4836%.


 


“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
2.9542%.


 


“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 the lesser of (i) 3.9901% and
(ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“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 1.25%.


 


“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 less 1.25%.


 


“Class E Certificate”:
A Certificate designated as “Class E” 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 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 Certificate”:
A Certificate designated as “Class F” 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.


 






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“Class F 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 LA3A
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 LA3B
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


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


 


“Class 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.


 






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


 


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


 


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


 


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


 


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


 


“Class NR Certificate”:
A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-16 hereto, and evidencing (i)
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and (ii) beneficial ownership of
the Class NR Specific Grantor Trust Assets.


 


“Class NR 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 NR Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest Distribution
Account and the proceeds thereof.


 


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


 


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


 


“Class X
Certificates”: The Class X-A, Class X-B and Class X-C 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.


 






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“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.


 


“Class X-B
Notional Amount”: As of any date of determination, the Certificate Balance of the Class B 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
Pass-Through Rate of the Class B Certificates for the related Distribution Date. The Pass-Through Rate applicable to the Class
X-B Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Class X-C
Pass-Through Rate”: The Pass-Through Rate for Class X-C 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 of the Class C and Class D 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-C Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“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”:
May 23, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 






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“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 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 “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 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.


 






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“COMM 2015-LC23
Mortgage Trust Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2015, among
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and
custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor, as from
time to time amended, supplemented or modified relating to the issuance of the COMM 2015-LC23 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2015-LC23.


 


“COMM 2016-787S
Mortgage Trust Trust and Servicing Agreement”: The trust and servicing agreement, dated as of March 1, 2016, among Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer and as special
servicer, Deutsche Bank Trust Company Americas, as certificate administrator, paying agent and custodian, and Wilmington Trust,
National Association, as trustee, as from time to time amended, supplemented or modified relating to the issuance of the COMM 2016-787S
Mortgage Trust Commercial Mortgage Pass-Through Certificates.


 


“COMM 2016-DC2
Mortgage Trust Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of March 1, 2016, among
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, as from time to time amended, supplemented or modified relating to the issuance of the COMM
2016-DC2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2.


 


“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 “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2”.
The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall
be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding
the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may
be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 






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“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, pro rata, in accordance with their respective principal balances.


 


“Consultation
Termination Event”: At any date at which (i) 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


 






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application
of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class E Certificates is the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class
Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l);
provided that no Consultation Termination Event resulting solely from the operation of clause (ii) above shall
be deemed to have existed or be in continuance with respect to a successor Holder of Class E Certificates that has not irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder; 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,
however, 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, Class F and Class NR Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class E 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 or (ii) a Holder of the Class E
Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise
any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling
Class Certificateholder pursuant to Section 3.23(l); provided that 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


 






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zero
without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR
Certificates.


 


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


 


“Controlling
Companion Loan”: With respect to the Servicing Shift Whole Loan, the related Pari Passu Companion Loan which, in accordance
with the Intercreditor Agreement, will be the “Lead Note” or similarly defined term as identified in the related Intercreditor
Agreement after the securitization of such Pari Passu Companion Loan. As of the Closing Date, the One Harbor Point Square Pari
Passu Note A-1 shall be a Controlling Companion Loan related to the Trust.


 


“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 Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee JPMDB 2016-C2; and (iii) for all other purposes, to the Certificate Administrator
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), JPMDB Commercial Mortgage Securities
Trust 2016-C2, telecopy number (410) 715-2380.


 


“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).


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing
the information called for in, the downloadable


 






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form
of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time
on the CREFC® Website.


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of
an REO Loan related to any Serviced Companion Loan) and for any Distribution Date, the amount accrued during the related Interest
Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such
Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
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 seven 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 and (7) CREFC® Special Servicer Loan
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


 






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


 


“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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


“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.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service


 






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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)Section 12.01(b)(vii).


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The 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 May 2016.


 


“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.


 






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“DBJPM 2016-C1
Mortgage Trust Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of April 1, 2016, among
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender
Services LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified
relating to the issuance of the DBJPM 2016-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1.


 


“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


 






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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(j).


 


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


 


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


 


“Deficient Valuation”:
With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent jurisdiction of the
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 Sections 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.


 






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“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.


 


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


 


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


 






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


 


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


 


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


 


(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);


 






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


 


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


 


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


 


(k)              
a copy of all zoning reports;


 


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


 


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


 


(n)               
a copy of all UCC searches;


 


(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


 






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required
to include any of the same items identified above again if such items have already been included under another clause of the Diligence
File, and the Diligence File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to
do so, include such other documents or information as part of the Diligence File that such Mortgage Loan Seller believes should
be included to enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided that
such documents or information are clearly labeled and identified.


 


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


 


“Directing Certificateholder”:
(A) With respect to the 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 the 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 of a Consultation Termination Event,
there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial
Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on
the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder,
there will be no Directing Certificateholder and no party shall be entitled to exercise any of the rights of the Directing Certificateholder
until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) hereof and
a new Directing Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator and the other
parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties
receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling
Class, or the resignation of the then-current Directing Certificateholder. The initial Directing Certificateholder shall be BlackRock
Realty Advisors, Inc., as agent for its managed account.


 


“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


 






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management
or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, however, that an REO Property shall not
be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 






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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.


 


“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 June 2016. The initial
Distribution Date shall be June 17, 2016.


 


“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.


 






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“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: 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 and (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; (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) 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); (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
and “F1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iv) such other
account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (i) – (iii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clauses (i) –
(iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied 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.


 






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§ 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 the Rating Agencies and that has not been a special servicer, operating advisor or asset representations
reviewer 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 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 affiliated with)
a Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing
Certificateholder or any of their respective Affiliates, (d) has not 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, and has not 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 commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special
servicer or operating advisor on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its
rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor as the sole or a material factor in such rating action; (b) that can and will make the representations
and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is
not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage
Loan Seller, 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; and (e) that (x) has been regularly engaged in the business of analyzing and advising clients
in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss
projections and (y) has at least five (5) years of experience in commercial real estate asset management and experience in
the workout and management of distressed commercial real estate assets.


 






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“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.


 


“Equity Inns
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of January 8, 2016, by and between the
holder of the Equity Inns Portfolio Pari Passu Companion Loans and the holder of the Equity Inns Portfolio Mortgage Loan, relating
to the relative rights of such holders of the Equity Inns Portfolio Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“Equity Inns
Portfolio Mortgage Loan”: With respect to the Equity Inns Portfolio Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory notes A-4-B,
A-5-B and A-6, and is pari passu in right of payment with the Equity Inns Portfolio Pari Passu Companion Loans to the extent
set forth in the Equity Inns Portfolio Intercreditor Agreement.


 


“Equity Inns
Portfolio Mortgaged Properties”: The Mortgaged Properties that secure the Equity Inns Portfolio Whole Loan.


 


“Equity Inns
Portfolio Pari Passu Companion Loans”: With respect to the Equity Inns Portfolio Whole Loan, the Companion Loans evidenced
by promissory notes A-1-A, A-1-B, A-2-A1, A-2-A2, A-2-B, A-3, A-4-A and A-5-A made by the related Mortgagor and secured by the
Mortgage on the Equity Inns Portfolio Mortgaged Properties, which are not included in the Trust and each of which is pari passu
in right of payment to the Equity Inns Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the Equity Inns Portfolio Intercreditor Agreement.


 


“Equity Inns
Portfolio Whole Loan”: The Equity Inns Portfolio Mortgage Loan, together with the Equity Inns Portfolio Pari Passu Companion
Loans, each of which is secured by the same Mortgage on the Equity Inns Portfolio Mortgaged Properties. References herein to the
Equity Inns Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness


 






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under
the Equity Inns Portfolio Mortgage Loan and the Equity Inns Portfolio Pari Passu Companion Loans.


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited Transaction
Exemption 2013-08 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by
a Plan. As of the Closing Date, each of the Class E, Class F and Class NR 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 the 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 Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, Class NR, 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 NR 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.


 






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“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or
amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the
Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior 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 the ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each
as set forth in the Mortgage Loan Schedule.


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. Immediately upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling
Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered
in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder
and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both
an Excluded Loan and an Excluded Controlling Class Loan. Additionally,


 






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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.


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder is a Borrower Party. 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(d)
and Section 3.26(e), and any Officer’s Certificates delivered by 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) 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 any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g).


 


“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


 


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Administrator
regarding an Excluded Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Master Servicer or the applicable Excluded Special Servicer supporting any determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special Servicer Information by the
applicable Excluded Special Servicer, the Master Servicer or the 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 is a Borrower Party.


 


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


 


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


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder or the AB Whole Loan Controlling
Holder which does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing
Certificateholder or the AB Whole Loan Controlling Holder, with respect to such Specially Serviced Loan; provided that,
with respect to any Mortgage Loan other than an Excluded Loan, so long as a Control Termination Event has not occurred and is not
continuing, no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder
or the AB Whole Loan Controlling Holder, as applicable, has either finally approved of and consented to the actions proposed to
be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19,
or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special
Servicer in accordance with this Agreement.


 


“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


 






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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 to review
and approve each such recovery determination by the Special Servicer; provided, however, that if the Directing Certificateholder
fails to approve or disapprove any recovery determination within ten (10) Business Days 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.


 


“Four Penn Center
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 1, 2016, by and between the holders of
the Four Penn Center Pari Passu Companion Loan and the holder of the Four Penn Center Mortgage Loan, relating to the relative rights
of such holders of the Four Penn Center Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Four Penn Center
Mortgage Loan”: With respect to the Four Penn Center Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu in
right of payment with the Four Penn Center Pari Passu Companion Loan to the extent set forth in the Four Penn Center Intercreditor
Agreement.


 


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


 


“Four Penn Center
Pari Passu Companion Loan”: With respect to the Four Penn Center Whole Loan, the Companion Loan evidenced by the related
promissory note A-2 made by the related Mortgagor and secured by the Mortgage on the Four Penn Center Mortgaged Property, which
are not included in the Trust and which are pari passu in right of payment to the Four Penn Center Mortgage Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the Four Penn Center Intercreditor Agreement.


 






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


 


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


 


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


 


“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 Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial Mortgage Securities Trust
2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 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 “grantor trust” 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.


 


“Hall Office
Park A1/G1/G3 Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 19, 2016, by and between
the holder of the Hall Office Park A1/G1/G3 Pari Passu Companion Loan and the holder of the Hall Office Park A1/G1/G3 Mortgage
Loan, relating to the relative rights of such holders of the Hall Office Park A1/G1/G3 Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Hall Office
Park A1/G1/G3 Mortgage Loan”: With respect to the Hall Office Park A1/G1/G3 Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 16 on the Mortgage Loan Schedule), which is designated as promissory note A-2,
and is pari passu in right of payment with the Hall Office Park A1/G1/G3 Pari Passu


 






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Companion
Loan to the extent set forth in the Hall Office Park A1/G1/G3 Intercreditor Agreement.


 


“Hall Office
Park A1/G1/G3 Mortgaged Property”: The Mortgaged Property that secures the Hall Office Park A1/G1/G3 Whole Loan.


 


“Hall Office
Park A1/G1/G3 Pari Passu Companion Loan”: With respect to the Hall Office Park A1/G1/G3 Whole Loan, the Companion Loan
evidenced by promissory note A-1 made by the related Mortgagor and secured by the Mortgage on the Hall Office Park A1/G1/G3 Mortgaged
Property, which is not included in the Trust and each of which is pari passu in right of payment to the Hall Office Park
A1/G1/G3 Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Hall Office Park A1/G1/G3
Intercreditor Agreement.


 


“Hall Office
Park A1/G1/G3 Whole Loan”: The Hall Office Park A1/G1/G3 Mortgage Loan, together with the Hall Office Park A1/G1/G3 Pari
Passu Companion Loan, each of which is secured by the same Mortgage on the Hall Office Park A1/G1/G3 Mortgaged Property. References
herein to the Hall Office Park A1/G1/G3 Whole Loan shall be construed to refer to the aggregate indebtedness under the Hall Office
Park A1/G1/G3 Mortgage Loan and the Hall Office Park A1/G1/G3 Pari Passu Companion 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.


 


“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


 






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


 


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


 


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


 


“Initial Purchasers”:
J.P. Morgan Securities LLC and Deutsche Bank Securities Inc.


 


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


 


“Initial 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.


 






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“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 Quaker Bridge Mall Intercreditor Agreement, the 787 Seventh Avenue Intercreditor Agreement, the
100 East Pratt Intercreditor Agreement, the Sanofi Office Complex Intercreditor Agreement, the Williamsburg Premium Outlets Intercreditor
Agreement, the Four Penn Center Intercreditor Agreement, the Equity Inns Portfolio Intercreditor Agreement, the One Harbor Point
Square Intercreditor Agreement, the Naples Grande Beach Resort Intercreditor Agreement, the Palisades Center Intercreditor Agreement,
the Sun MHC Portfolio Intercreditor Agreement, the Hall Office Park A1/G1/G3 Intercreditor Agreement and any intercreditor agreement
entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine
indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of 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.


 






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“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 Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMDB
Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 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, 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, or any known Affiliate of any of the preceding
entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or
any Independent Contractor engaged by such Special Servicer), or the trustee for the securitization of a Companion Loan, and each
related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such party
described above.


 


“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.


 






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“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 beneficial owner of a Certificate, 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 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) 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).


 


“JPMBB Commercial
Mortgage Securities Trust 2016-C1 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
March 1, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer, Midland Loan Services, A Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank,
National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating
to the issuance of the JPMBB Commercial Mortgage Securities Trust 2016-C1, Commercial Mortgage Pass-Through Certificates, Series
2016-C1.


 






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“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.


 


“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).


 






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“Liquidation
Fee”: A fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced 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 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) of
the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or
substitution occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v),
(vi) and (vii) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days following
the date that the first purchase option trigger occurs resulting in such purchase option holder’s purchase option becoming
exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement,
(d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage
Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other
Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs
prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan
by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the
Other Securitization, or (e) if a Mortgage


 






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Loan
or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i)
or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety
(90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise
repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through
(e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor
to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation Fee with
respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the
related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property and
received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those fees have not
previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss
of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within ninety
(90) days of receipt of notice of a breach (and giving effect to an extension period of ninety (90) days).


 


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


 






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or related
Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Whole Loan, the “Controlling Holder”, the
“Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the “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 the Pooling and Servicing Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, Citigroup
Global Markets Realty Corp. (or its affiliate) is expected to be the Loan-Specific Directing Certificateholder with respect to
the One Harbor Point Square 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 LA3A, Class LA3B, Class LA4, Class LASB,
Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.


 


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


 






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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 Wilmington Trust, National Association, as Trustee, for the benefit
of the registered holders of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates,
Series 2016-C2, 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).


 


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


 


“Master Servicer
Decision”: As defined in Section 3.18(m).


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“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 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 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 “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMDB
Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2” or in blank
and, in the case of any Serviced Whole Loan, in its capacity as “Lead


 






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


 


(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;


 






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(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, 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)


 






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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 of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need
only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) in connection
with any Non-Serviced Mortgage Loan, any and all document delivery requirements as regards the related Mortgage File (or any portion
thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in compliance
with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above (other
than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related Non-Serviced
PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA).


 


“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);


 






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(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;


 


(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;


 






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(xxii)            
whether the related Mortgage Loan permits defeasance;


 


(xxiii)           
the interest accrual period;


 


(xxiv)          
Anticipated Repayment Date, if applicable;


 


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


 


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


 


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


 


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


 


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


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari Passu Companion
Loan or the related AB Subordinate 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 or the related AB Subordinate
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 or the related AB Subordinate 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.


 


“Naples Grande
Beach Resort Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 15, 2016, by and between the
holder of the Naples Grande Beach Resort Pari Passu Companion Loans and the holder of the Naples Grande Beach Resort Mortgage Loan,
relating to the relative rights of such holders of the Naples Grande Beach Resort Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 






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“Naples Grande
Beach Resort Mortgage Loan”: With respect to the Naples Grande Beach Resort Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is designated as promissory note A-3,
and is pari passu in right of payment with the Naples Grande Beach Resort Pari Passu Companion Loans to the extent set forth
in the Naples Grande Beach Resort Intercreditor Agreement.


 


“Naples Grande
Beach Resort Mortgaged Property”: The Mortgaged Property that secures the Naples Grande Beach Resort Whole Loan.


 


“Naples Grande
Beach Resort Pari Passu Companion Loans”: With respect to the Naples Grande Beach Resort Whole Loan, the Companion Loans
evidenced by promissory notes A-1 and A-2 made by the related Mortgagor and secured by the Mortgage on the Naples Grande Beach
Resort Mortgaged Property, which are not included in the Trust and each of which is pari passu in right of payment to the
Naples Grande Beach Resort Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
Naples Grande Beach Resort Intercreditor Agreement.


 


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


 


“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.


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) or 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 and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to


 






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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 Mortgage
Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any Specially
Serviced Loan and, 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, to any Other Servicer) and with respect to a Non-Serviced Mortgage Loan, to the
related


 






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Non-Serviced
Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the
17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall
not be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall have
no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence
of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision
shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion,
and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the
Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or
proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization
of the related Non-Serviced Companion Loan determines that a P&I Advance with respect to the related Non-Serviced Companion
Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer and the
Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with
respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the Special Servicer 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, 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 and (d) to give due regard to the existence of any Nonrecoverable
Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer
or the Trustee, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether
a P&I Advance is a Nonrecoverable Advance, 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 or the Trustee because there is insufficient principal
available for such recovery,


 






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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 (with respect to the One Harbor Point Square Whole Loan, promptly after such determination) 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 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


 






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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 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, 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 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 (with respect to the One Harbor Point Square Whole Loan, promptly after
such determination) 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), 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 and, prior to the occurrence of a Consultation


 






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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, to
any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice
of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer
and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer
or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have
the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status,
property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion
Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances
hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required
to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a Servicing Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer
requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be
entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency
advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any Servicing Advance previously made or proposed to be made in respect
of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class A-3B, Class X-C, Class D, Class E, Class
F, Class NR or Class R Certificate.


 






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“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 787 Seventh Avenue Pari Passu Companion Loans, the Sanofi Office Complex Pari Passu Companion
Loans, the Williamsburg Premium Outlets Pari Passu Companion Loans, the Equity Inns Portfolio Pari Passu Companion Loans, the One
Harbor Point Square Pari Passu Companion Loan (on and after the related Servicing Shift Securitization Date), the Naples Grande
Beach Resort Pari Passu Companion Loans, the Palisades Center Pari Passu Companion Loans, the Sun MHC Portfolio Pari Passu Companion
Loan, the Hall Office Park A1/G1/G3 Pari Passu Companion Loan, the 787 Seventh Avenue Subordinate Companion Loan, and the Palisades
Center Subordinate Companion Loans.


 


“Non-Serviced
Custodian”: Any custodian under an Other Pooling and Servicing Agreement.


 


“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 787 Seventh Avenue Intercreditor Agreement, the Sanofi Office Complex Intercreditor
Agreement, the Williamsburg Premium Outlets Intercreditor Agreement, the Equity Inns Portfolio Intercreditor Agreement, the One
Harbor Point Square Intercreditor Agreement (on and after the related Servicing Shift Securitization Date), the Naples Grande Beach
Resort Intercreditor Agreement, the Palisades Center Intercreditor Agreement, the Sun MHC Portfolio Intercreditor Agreement and
the Hall Office Park A1/G1/G3 Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the 787 Seventh Avenue Mortgage Loan, the Sanofi Office Complex Mortgage Loan, the Williamsburg
Premium Outlets Mortgage Loan, the Equity Inns Portfolio Mortgage Loan, the One Harbor Point Square Mortgage Loan (on and after
the related Servicing Shift Securitization Date), the Naples Grande Beach Resort Mortgage Loan, the Palisades Center Mortgage Loan,
the Sun MHC Portfolio Mortgage Loan and the Hall Office Park A1/G1/G3 Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the 787 Seventh Avenue Mortgaged Property, the Sanofi Office Complex Mortgaged Property,
the Williamsburg Premium Outlets Mortgaged Property, the Equity Inns Portfolio Mortgaged Properties, the One Harbor Point Square
Mortgaged Property (on and after the related Servicing Shift Securitization Date), the Naples Grande Beach Resort Mortgaged Property,
the Palisades Center Mortgaged


 






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Property,
the Sun MHC Portfolio Mortgaged Properties and the Hall Office Park A1/G1/G3 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 787 Seventh Avenue Whole Loan, 0.00125%, (ii) the Sanofi Office
Complex Whole Loan, 0.00250%, (iii) the Williamsburg Premium Outlets Whole Loan, 0.00250%, (iv) the Equity Inns Portfolio Whole
Loan, 0.00250%, (v) on and after the related Servicing Shift Securitization Date, the One Harbor Square Whole Loan, 0.01250%, (vi)
the Naples Grande Beach Resort Whole Loan, 0.01250%, (vii) the Palisades Center Whole Loan, 0.00125%, (viii) the Sun MHC Whole
Loan, 0.00250% and (ix) the Hall Office Park A1/G1/G3 Whole Loan, 0.00250%.


 


“Non-Serviced
PSA”: With respect to (i) the 787 Seventh Avenue Whole Loan, the COMM 2016-787S Mortgage Trust Trust and Servicing Agreement,
(ii) the Sanofi Office Complex Whole Loan, the Wells Fargo Commercial Mortgage Trust 2016-C33 Pooling and Servicing Agreement,
(iii) each of the Williamsburg Premium Outlets Whole Loan and the Hall Office Park A1/G1/G3 Whole Loan, the DBJPM 2016-C1 Mortgage
Trust Pooling and Servicing Agreement, (iv) the Equity Inns Portfolio Whole Loan, the COMM 2015-LC23 Mortgage Trust Pooling and
Servicing Agreement, (v) the One Harbor Point Square Whole Loan, on and after the related Servicing Shift Securitization Date,
the One Harbor Point Square Pooling and Servicing Agreement, (vi) the Naples Grande Beach Resort Whole Loan, the JPMBB Commercial
Mortgage Securities Trust 2016-C1 Pooling and Servicing Agreement, (vii) the Palisades Center Whole Loan, the Palisades Center
Trust 2016-PLSD Trust and Servicing Agreement and (viii) the Sun MHC Portfolio Whole Loan, the COMM 2016-DC2 Mortgage Trust 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 787 Seventh Avenue Whole Loan, the Sanofi Office Complex Whole Loan, the Williamsburg Premium
Outlets Whole Loan, the Equity Inns Portfolio Whole Loan, the One Harbor Point Square Whole Loan (on and after the related Servicing
Shift Securitization Date), the Naples Grande Beach Resort Whole Loan, the Palisades Center Whole Loan, the Sun MHC Portfolio Whole
Loan and the Hall Office Park A1/G1/G3 Whole Loan.


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.
The Palisades Center Whole Loan will not have a Non-Serviced Whole Loan Controlling Holder.


 


“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.


 






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


 


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


 


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


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the Class
X-B Notional Amount; and in the case of the Class X-C Certificates, the Class X-C 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-3A, Class A-4, 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.


 


“One Harbor
Point Square Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 11, 2016, by and between the
holder of the One Harbor Point Square Pari Passu Companion Loan and the holder of the One Harbor Point Square Mortgage Loan, relating
to the relative rights of such holders of the One Harbor Point Square Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“One Harbor
Point Square Mortgage Loan”: With respect to the One Harbor Point Square Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is designated as promissory note A-2,
and is pari passu in right of payment with the One Harbor Point Square Pari Passu Companion Loan to the extent set forth
in the One Harbor Point Square Intercreditor Agreement.


 






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“One Harbor
Point Square Mortgaged Property”: The Mortgaged Property that secures the One Harbor Point Square Whole Loan.


 


“One Harbor
Point Square Pari Passu Companion Loan”: With respect to the One Harbor Point Square Whole Loan, the Companion Loan evidenced
by One Harbor Point Square Pari Passu Note A-1 made by the related Mortgagor and secured by the Mortgage on the One Harbor Point
Square Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the One Harbor
Point Square Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the One Harbor Point
Square Intercreditor Agreement.


 


“One Harbor
Point Square Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the One Harbor
Point Square Whole Loan. The One Harbor Point Square Pari Passu Note A-1 is held by Citigroup Global Markets Realty Corp. (or its
affiliate).


 


“One Harbor
Point Square Pooling and Servicing Agreement”: This Agreement, for so long as the One Harbor Point Square Whole Loan
is serviced pursuant to this Agreement and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced
PSA for the One Harbor Point Square Pari Passu Note A-1.


 


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


 


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


 






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“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
One Harbor Point Square Whole Loan 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 0.00320%.


 


“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 (other than the Servicing Shift
Whole Loan) for the benefit of the holders of the related Companion Loan (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, the Mortgage
Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
any Certificateholder or any of their Affiliates.


 


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


 


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


 


(b)              
any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues
unremedied for a period of thirty


 






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(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 (a) the qualification of any
Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,
must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


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


 


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


 


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


 






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“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 pooling and servicing agreement 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.


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan or 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.


 


“Palisades Center
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 29, 2016, by and between the holder of
the Palisades Center Pari Passu Companion Loans, the holder of the Palisades Center Mortgage Loan and the holders of the Palisades
Center Subordinate Companion Loans, relating to the relative rights of such holders of the Palisades Center Whole Loan, as the
same may be further amended in accordance with the terms thereof.


 


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


 


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


 


“Palisades Center
Pari Passu Companion Loans”: With respect to the Palisades Center Whole Loan, the Companion Loans evidenced by promissory
notes A-1-A and A-2-A made by the related Mortgagor and secured by the Mortgage on the Palisades Center Mortgaged Property, which
are not included in the Trust and each of which is pari passu in right of payment


 






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to
the Palisades Center Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Palisades
Center Intercreditor Agreement.


 


“Palisades Center
Note B Subordinate Companion Loans”: With respect to Palisades Center Whole Loan, the Companion Loans evidenced by the
promissory notes B-1 and B-2 made by the related Mortgagor and secured by the Mortgage on the Palisades Center Mortgaged Property,
which are not included in the Trust, are pari passu in right of payment to each other, and each of which is subordinate
in right of payment to Palisades Center Mortgage Loan and Palisades Center Pari Passu Companion Loans to the extent set forth in
the related Mortgage Loan documents and as provided in the Palisades Center Intercreditor Agreement.


 


“Palisades Center
Note C Subordinate Companion Loans”: With respect to Palisades Center Whole Loan, the Companion Loans evidenced by the
promissory notes C-1 and C-2 made by the related Mortgagor and secured by the Mortgage on the Palisades Center Mortgaged Property,
which are not included in the Trust, are pari passu in right of payment to each other, and each of which is subordinate
in right of payment to Palisades Center Mortgage Loan, Palisades Center Pari Passu Companion Loans and Palisades Center Note B
Subordinate Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the Palisades Center
Intercreditor Agreement.


 


“Palisades Center
Note D Subordinate Companion Loans”: With respect to Palisades Center Whole Loan, the Companion Loans evidenced by the
promissory notes D-1 and D-2 made by the related Mortgagor and secured by the Mortgage on the Palisades Center Mortgaged Property,
which are not included in the Trust, are pari passu in right of payment to each other, and each of which is subordinate
in right of payment to Palisades Center Mortgage Loan, Palisades Center Pari Passu Companion Loans, Palisades Center Note B Subordinate
Companion Loans and Palisades Center Note C Subordinate Companion Loans to the extent set forth in the related Mortgage Loan documents
and as provided in the Palisades Center Intercreditor Agreement.


 


“Palisades Center
Subordinate Companion Loans”: Each of the Palisades Center Note B Subordinate Companion Loans, the Palisades Center Note
C Subordinate Companion Loans and the Palisades Center Note D Subordinate Companion Loans.


 


“Palisades Center
Trust 2016-PLSD Trust and Servicing Agreement”: The trust and servicing agreement, dated as of April 29, 2016, among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer, as special
servicer and as certificate administrator, and Wilmington Trust, National Association, as trustee, as from time to time amended,
supplemented or modified relating to the issuance of the Palisades Center Trust 2016-PLSD Commercial Mortgage Pass-Through Certificates,
Series 2016-PLSD.


 


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


 






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to
refer to the aggregate indebtedness under the Palisades Center Mortgage Loan, the Palisades Center Pari Passu Companion Loans
and the Palisades Center Subordinate Companion Loans.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3A Pass-Through Rate, the
Class A-3B Pass-Through Rate, the Class A-4 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 Pass-Through Rate, the
Class F Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate or,
the Class X-C 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, a Yield Maintenance Charge or any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates),
the percentage interest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate
Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. With respect to a Class
R Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the Special


 






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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, and
(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);


 


(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


 






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depository
institution or trust company (acting as principal) described in clause (ii) above;


 


(iv)               
debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations
are rated in the highest rating categories of each Rating Agency (in the case of KBRA, if rated by KBRA), if the obligations mature
within 60 days; provided, however, that securities issued by any particular corporation will not be Permitted Investments
to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation
and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal
amount of all Permitted Investments in such accounts;


 


(v)                  commercial
paper (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 which is rated in the highest rating category of each of
Fitch and KBRA (if rated by KBRA) and (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 each Rating Agency (if so rated by each such Rating Agency
(and if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Fitch, KBRA, DBRS, Moody’s and/or S&P)) and the highest money market fund category 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


 






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


 


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


 


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


 


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


 






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“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 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 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 the AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall
be allocated first to the related AB Subordinate Companion Loan.


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a borrower in connection with a principal prepayment on, or other early


 






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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-3A, Class A-3B, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F and Class NR 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).


 


“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.


 






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


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Person (including the Directing Certificateholder) 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


 






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(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 is 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; 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) from the Master Servicer or the Special Servicer, as the case
may be. Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall
have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to
any Excluded Special Servicer Loan.


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated May 5, 2016.


 






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“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)) 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)), 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)), if any; plus


 


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


 






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


 


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, 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, 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.


 


“Quaker
Bridge Mall Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 25, 2016, by and between the
holder of the Quaker Bridge Mall Pari Passu Companion Loan, the holder of the Quaker Bridge Mall Mortgage Loan and the holder
of the Quaker Bridge Mall Subordinate Companion Loan, relating to the relative rights of such holders of the Quaker Bridge Mall
Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


“Quaker
Bridge Mall Mortgaged Property”: The Mortgaged Property that secures the Quaker Bridge Mall Whole Loan.


 


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


 


“Quaker
Bridge Mall Subordinate Companion Loan”: With respect to Quaker Bridge Mall Whole Loan, the Companion Loan evidenced
by the promissory notes B-1 and B-2 made by the related Mortgagor and secured by the Mortgage on the Quaker Bridge Mall Mortgaged
Property, which is not included in the Trust and which is subordinate in right of


 






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payment
to Quaker Bridge Mall Mortgage Loan and Quaker Bridge Mall Pari Passu Companion Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Quaker Bridge Mall Intercreditor Agreement.


 


“Quaker
Bridge Mall Whole Loan”: The Quaker Bridge Mall Mortgage Loan, together with the Quaker Bridge Mall Pari Passu Companion
Loan and the Quaker Bridge Mall Subordinate Companion Loan, each of which is secured by the same Mortgage on the Quaker Bridge
Mall Mortgaged Property. References herein to the Quaker Bridge Mall Whole Loan shall be construed to refer to the aggregate indebtedness
under the Quaker Bridge Mall Mortgage Loan, the Quaker Bridge Mall Pari Passu Companion Loan and the Quaker Bridge Mall Subordinate
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 KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and
(b) “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-”
by one other nationally recognized insurance rating organization (which may include Moody’s or KBRA)) and (ii) with respect
to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except
as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which
are guaranteed or backed by a company having such claims paying ability) with at least one of the following ratings: (a) “A3”
by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company,
Inc. or (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to
the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


“Qualified
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, (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 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


 






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has
a special servicer rating of at least “CSS3” from Fitch and (viii) is not a special servicer that has been cited by
KBRA 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.


 


“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; (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue
interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day
months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser
of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects
with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental
report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will
be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the
greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion
of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization
period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable
prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the
Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any,
of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so
long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan,
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


 






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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 and the Asset Representations Reviewer 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).


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in June 2049.


 


“Rating
Agency”: Each of Moody’s, Fitch and KBRA 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
KBRA 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.


 






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


 


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


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


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


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 






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“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-3A Certificates	 	Class
    LA3A Uncertificated Interest
	Class
    A-3B Certificates	 	Class
    LA3B Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA4 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 Certificates	 	Class
    LE Uncertificated Interest
	Class
    F Certificates	 	Class
    LF Uncertificated Interest
	Class
    NR Certificates	 	Class
    LNR Uncertificated Interest


 


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


 


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


 


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


 


“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.


 






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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.14(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, or the applicable successor special servicer, as Special Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of registered holders of JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 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, as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of a REO Loan. All amounts 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


 






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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 will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances
related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such
Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a) or with respect
to the Serviced AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any
Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“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).


 






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“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 Master Servicer or the Special
Servicer, as applicable, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s
obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the
Trust as a result of a sale or other disposition in accordance with this Agreement.


 


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


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained
Fee Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“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 the ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence
of a default) for the applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


 


“Rule
144A”: Rule 144A under the Act.


 






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“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”:
Standard & Poor’s Ratings Services, 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.


 


“Sanofi
Office Complex Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 31, 2016, by and between
the holder of the Sanofi Office Complex Pari Passu Companion Loans and the holder of the Sanofi Office Complex Mortgage Loan,
relating to the relative rights of such holders of the Sanofi Office Complex Whole Loan, as the same may be further amended in
accordance with the terms thereof.


 


“Sanofi
Office Complex Mortgage Loan”: With respect to the Sanofi Office Complex Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is designated as promissory notes A-3-A,
A-3-B, A-4-A and A-4-B, and is pari passu in right of payment with the Sanofi Office Complex Pari Passu Companion Loans
to the extent set forth in the Sanofi Office Complex Intercreditor Agreement.


 


“Sanofi
Office Complex Mortgaged Property”: The Mortgaged Property that secures the Sanofi Office Complex Whole Loan.


 


“Sanofi
Office Complex Pari Passu Companion Loans”: With respect to the Sanofi Office Complex Whole Loan, the Companion Loans
evidenced by promissory notes A-1-A, A-1-B, A-2-A and A-2-B made by the related Mortgagor and secured by the Mortgage on the Sanofi
Office Complex Mortgaged Property, which are not included in the Trust and each of which is pari passu in right of payment
to the Sanofi Office Complex Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
Sanofi Office Complex Intercreditor Agreement.


 


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


 


“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).


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Serviced
AB Whole Loan”: The Quaker Bridge Mall Whole Loan.


 


“Serviced
AB Subordinate Companion Loan”: The Quaker Bridge Mall Subordinate Companion Loan.


 






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“Serviced
Companion Loan”: Each of the Quaker Bridge Mall Pari Passu Companion Loan, the Quaker Bridge Mall Subordinate Companion
Loan, the 100 East Pratt Pari Passu Companion Loans, the Four Penn Center Pari Passu Companion Loan and the One Harbor Point Square
Pari Passu Companion Loan (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 Quaker Bridge Mall Pari Passu Companion Loan, the Quaker Bridge Mall
Subordinate Companion Loan, the 100 East Pratt Pari Passu Companion Loans, the Four Penn Center Pari Passu Companion Loan and
the holder of the One Harbor Point Square Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Mortgage Loan”: Each of the Quaker Bridge Mall Mortgage Loan, the 100 East Pratt Mortgage Loan, the Four Penn Center
Mortgage Loan and the One Harbor Point Square Mortgage Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Companion Loan”: Each of the Quaker Bridge Mall Pari Passu Companion Loan, the 100 East Pratt Pari Passu
Companion Loans, the Four Penn Center Pari Passu Companion Loan and the One Harbor Point Square Pari Passu Companion Loan (prior
to the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Mortgage Loan”: Each of the 100 East Pratt Mortgage Loan, the Four Penn Center Mortgage Loan and the One
Harbor Point Square Mortgage Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Whole Loan”: Each of the 100 East Pratt Whole Loan, the Four Penn Center Whole Loan and the One Harbor Point
Square 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 Quaker Bridge Mall Whole Loan, the 100 East Pratt Whole Loan, the Four Penn Center Whole Loan,
the One Harbor Point Square 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.


 






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“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced
Companion Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified,
the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Intercreditor
Agreement; provided, however, that, unless otherwise required under the related Intercreditor Agreement, no remittance
is required to be made until two (2) Business Days after receipt of 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), 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).


 






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“Servicing
Fee Rate”: With respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, in each
case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which
interest is calculated in respect of such loans. With respect to the each Non-Serviced Mortgage Loan, the “Servicing Fee
Rate” shall be a per annum rate equal to 0.0025%. With respect to the Quaker Bridge Mall Pari Passu Companion Loan,
the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the Quaker Bridge Mall
Subordinate Companion Loan, the “Servicing Fee Rate” shall be 0.0150%. With respect to the 100 East Pratt Pari Passu
Companion Loans, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the Four
Penn Center Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%.
With respect to the One Harbor Point Square Pari Passu Companion Loan prior to the related Servicing Shift Securitization Date,
the “Servicing Fee Rate” shall be a per annum rate equal to 0.0125%.


 


“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


 






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are
listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator
in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the One Harbor Point Square Pari Passu Note A-1 will be
a Servicing Shift Lead Note related to the Trust.


 


“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. The date on which
the One Harbor Point Square Pari Passu Note A-1 is included in a securitization trust is a Servicing Shift Securitization Date
related to the Trust, provided that the holder of the One Harbor Point Square Pari Passu Note A-1 provides each of the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee (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 the One Harbor Point Square Pari Passu Note A-1 is to be included in such Other Securitization, which notice shall
include contact information for the related Non-Serviced Master Servicer, the Non-Serviced Special Servicer and the Non-Serviced
Trustee.


 


“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 Controlling Companion Loan on and after
the date of such securitization. As of the Closing Date, the One Harbor Point Square Mortgage Loan will be a Servicing Shift Mortgage
Loan related to the Trust.


 






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“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 Controlling Companion Loan on and after the date of such securitization. As of the Closing Date, the One Harbor
Point Square Whole Loan will be a Servicing Shift Whole Loan related to the Trust.


 


“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 is diligently seeking a refinancing commitment
(and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the
Operating Advisor and the Directing Certificateholder (but only if no Consultation Termination Event has occurred and is continuing)
within thirty (30) days after such default), (B) the related Mortgagor continues to make its Assumed Scheduled Payment, (C) no
other Servicing Transfer Event shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan and (D) for so
long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder consents, a Servicing Transfer
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, this Agreement and any related Intercreditor Agreement; and provided, further,
if the related Mortgagor delivers to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer, the
Operating Advisor and the Directing Certificateholder (but only if no Consultation Termination Event has occurred and is continuing),
on or before the sixtieth (60th) day after the related Maturity Date, a refinancing commitment reasonably acceptable
to the Special Servicer, and such Mortgagor continues to make its Assumed Scheduled Payments (and no other Servicing Transfer
Event shall have occurred with respect to that 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 or extended Maturity Date and (2)
the termination of the refinancing commitment; or


 






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(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 or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions of the
related Intercreditor Agreement); or


 


(iv)       the
Master Servicer makes a judgment, or receives from the Special Servicer a written determination of the Special Servicer (with
respect to any Mortgage Loan other than an Excluded Loan, with the consent, prior to the occurrence and continuance of any Control
Termination Event, of the Directing Certificateholder, in the case of the Special Servicer), that a payment default is imminent
or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or


 


(v)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged
or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days
of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related
Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation
Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special
Servicer); or


 


(vi)       the
related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)      the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any 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


 






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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), if applicable, has occurred and remained
unremedied for the applicable Grace Period specified in the related Mortgage Loan or related Companion Loan documents, other than
the failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default (or if no Grace Period
is specified for those defaults which are capable of cure, sixty (60) days); or


 


(ix)        the
Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the
Mortgage on the related Mortgaged Property; or


 


(x)         the
Master Servicer 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 that (i) a payment default (other than as described in clause (iv) above) under a Mortgage Loan or related Companion
Loan is imminent or reasonably foreseeable, (ii) 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), and (iii) 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 determination
that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage Loan or related Companion
Loan, solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance
coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer (and 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);


 


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.


 






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“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 parties to this Agreement acknowledge that 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) the Quaker Bridge Mall Pari Passu Companion Loan, forty-five (45) days following the end of each fiscal
quarter, (B) the 100 East Pratt Pari Passu Companion Loans, thirty (30) days following the end of each fiscal quarter, (C) the
One Harbor Point Square Pari Passu Companion Loan, thirty (30) days following the end of each fiscal quarter and (D) the Four
Penn Center Pari Passu Companion Loan, forty-five (45) 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.


 


“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(m).


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate holding 100% of the then-outstanding Class E, Class F and Class NR Certificates; provided,
however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, Class A-SB, Class
A-S, Class B, Class C and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06(b)(i).


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans, Midland Loan Services, a Division of PNC Bank, National Association and
its successors in interest and assigns, or any successor special servicer appointed as herein provided and (ii) any Excluded Special
Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g), as applicable and as
the context may require.


 


“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, 0.25% per


 






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annum
computed on the basis of the Stated Principal Balance of the related Mortgage Loan and Companion Loan (including any REO Loan),
as applicable, in the same manner as interest is calculated on the Specially Serviced Loans.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the unpaid
principal balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of
the date it is added to the trust) after application of all payments of principal due during or prior to the month of substitution,
whether or not those payments have been received) minus (y) the sum of:


 


(i)         the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


(ii)        all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, the Due Date in the related month of substitution); and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated
Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)         the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)        the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the


 






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Distribution
Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to
be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been) distributed
to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificate.


 


“Subordinate
Companion Holder”: The holder of any 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.


 


“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


 






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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).


 


“Subject
Loans”: As defined in Section 12.02(a).


 


“Sun
MHC Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 16, 2016, by and between
the holder of the Sun MHC Portfolio Pari Passu Companion Loan and the holder of the Sun MHC Portfolio Mortgage Loan, relating
to the relative rights of such holders of the Sun MHC Portfolio Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“Sun
MHC Portfolio Mortgage Loan”: With respect to the Sun MHC Portfolio 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-2, and
is pari passu in right of payment with the Sun MHC Portfolio Pari Passu Companion Loan to the extent set forth in the Sun
MHC Portfolio Intercreditor Agreement.


 


“Sun
MHC Portfolio Mortgaged Properties”: The Mortgaged Properties that secure the Sun MHC Portfolio Whole Loan.


 


“Sun
MHC Portfolio Pari Passu Companion Loan”: With respect to the Sun MHC Portfolio Whole Loan, the Companion Loan evidenced
by the related promissory note A-1 made by the related Mortgagor and secured by the Mortgage on the Sun MHC Portfolio Mortgaged
Properties, which is not included in the Trust and is pari passu in right of payment to the Sun MHC Portfolio Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Sun MHC Portfolio Intercreditor Agreement.


 


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


 


“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). 


 






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


 


“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.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “JPMDB Commercial Mortgage Securities
Trust 2016-C2”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (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


 






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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
REMIC”: as defined in the Preliminary Statement.


 


“Trustee”:
Wilmington Trust, 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. The Trustee Fee shall be equal to $210 per month and
shall be paid as a portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., 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


 






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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 Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMDB Commercial
Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury 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 


 






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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. None of the Class R Certificates shall 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).


 


“Wells
Fargo Commercial Mortgage Trust 2016-C33 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated
as of March 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association,
as general master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB
master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, as from time to time amended, supplemented or modified relating to the issuance of the Wells Fargo Commercial Mortgage
Trust 2016-C1, Commercial Mortgage Pass-Through Certificates, Series 2016-C33.


 


“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.


 


“Whole
Loan”: Any of (i) the Quaker Bridge Mall Whole Loan, (ii) the 787 Seventh Avenue Whole Loan, (iii) the 100 East Pratt
Whole Loan, (iv) the Sanofi Office Complex Whole Loan, (v) the Williamsburg Premium Outlets Whole Loan, (vi) the Four Penn Center
Whole Loan, (vii) the Equity Inns Portfolio Whole Loan, (viii) the One Harbor Point Square Whole Loan, (ix) the Naples Grande
Beach Resort Whole Loan, (x) the Palisades Center Whole Loan, (xi) the Sun MHC Portfolio Whole Loan and (xii) the Hall Office
Park A1/G1/G3 Whole Loan.


 


“Williamsburg
Premium Outlets Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 16, 2016, by and between
the holder of the Williamsburg Premium Outlets Pari Passu Companion Loans and the holder of the Williamsburg Premium Outlets Mortgage
Loan, relating to the relative rights of such holders of the Williamsburg Premium Outlets Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“Williamsburg
Premium Outlets Mortgage Loan”: With respect to the Williamsburg Premium Outlets Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as


 






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promissory
notes A-2 and A-5-A and is pari passu in right of payment with the Williamsburg Premium Outlets Pari Passu Companion Loans
to the extent set forth in the Williamsburg Premium Outlets Intercreditor Agreement.


 


“Williamsburg
Premium Outlets Mortgaged Property”: The Mortgaged Property that secures the Williamsburg Premium Outlets Whole Loan.


 


“Williamsburg
Premium Outlets Pari Passu Companion Loans”: With respect to the Williamsburg Premium Outlets Whole Loan, the Companion
Loans evidenced by promissory notes A-1, A-3, A-4, A-5-B and A-6, made by the related Mortgagor and secured by the Mortgage on
the Williamsburg Premium Outlets Mortgaged Property, which are not included in the Trust and each of which is pari passu
in right of payment to the Williamsburg Premium Outlets Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the Williamsburg Premium Outlets Intercreditor Agreement.


 


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


 


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


 


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


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan, a 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.


 






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“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 or YM Group C, as applicable.


 


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


 


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


 


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


 






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(iv)        Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its
outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other
cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of
such Appraisal) of the related Mortgaged Property.


 


(v)         Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and the related Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to 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, including any security interest therein for the benefit
of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4,
5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f),
6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, (iii) the Intercreditor Agreements,
and (iv) all other assets included or to be included in the Trust Fund. Such


 






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assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than
(i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments
of principal collected on or before the Cut-off Date. The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with
the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii)
and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase
Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise
of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits
of Sections 10, 11 and 14 in connection therewith.


 


(b)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters of credit,
the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies to the
Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage
Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that
the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iv), (vii), and (ix) of the definition of “Mortgage File” (or, if applicable, a copy
thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused
by the public filing or recording office where such document or instrument has been delivered, or will be delivered within ten
(10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date
as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included
in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true
and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian
on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents and/or
instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy
of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian
within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after
the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no


 






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less
often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain
from the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable Mortgage
Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof)
of the definition of “Mortgage File,” with evidence of filing or recording thereon, for any other reason, including,
without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such
non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the
Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of
the original thereof submitted for recording) is delivered to the Custodian on or before the Closing Date. Neither the Trustee
nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any
Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete
and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)), clause
(x) (to the extent not already assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage
File” solely because of the unavailability of filing or recording information as to any existing document or instrument,
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing
Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required
original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or
recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within
such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office the applicable filing or recording information as to the related document or instrument); and provided,
further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause
(e) of the final proviso to the definition of “Mortgage File” herein. If, in accordance with the related Mortgage
Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related Mortgage
Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)) or
clause (ix) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by
delivering to the Custodian with respect to such Mortgage Loan on


 






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the
Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing information
not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence
of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in clause
(xii) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan
Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to,
“Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of registered holders of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2”, and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage
Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary
thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer
to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of
the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit
a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage Loan Seller certifying
that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer
certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the
Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the
Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or
of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment
documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date. If
not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust
and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such
letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer
on behalf of the Trust.


 


(c)          Pursuant
to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller
is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment
of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances provided
for in the last sentence of this subsection  (c) and except in the case of a Non-Serviced Mortgage Loan, the related


 






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Mortgage
Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within
one hundred twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt
of the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as
the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each
Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment)
should be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related
Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any
such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof,
and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian
to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument
is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded
or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein,
on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare,
at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller
or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or
filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue
such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense,
and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense
of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a
copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment
cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the
Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3
to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where,
in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to
the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or the Depositor.


 


(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


 






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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, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)         With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as “DoubleTree Houston Intercontinental Airport”,
“Hampton Inn Seattle Airport”, “Residence Inn Murfreesboro”, “Hampton Inn Nashville – Bellevue”,
“Home2Suites Hilton Lehi” and “Hampton Inn Carrollton” on the Mortgage Loan Schedule, which are each subject
to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to
or request of the related franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort
letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be required to provide any such
required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master
Servicer) within 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).


 






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(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 each of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations
Reviewer and the Operating Advisor an officer’s certificate 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, and (ii) 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 and (ii) such Servicing Shift Whole Loan becoming a Specially Serviced
Loan prior to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms
of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related
Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing,
which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents
relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift
Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related
to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause
the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Other Trustee or related Non-Serviced
Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies
of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to
cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve
funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for such Servicing
Shift Whole Loan to the related Other Servicer.


 


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,


 






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


 


(c)          The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the 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


 






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Certificateholder
and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception
report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein
and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix),
(xi), (xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its
possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by
the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such
examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the
items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule”
is correct.


 


(d)          Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage
Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance
with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related
Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer
an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal
to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may
deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit,
as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master
Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time
the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of 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


 






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after
receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the document
from the applicable filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage
Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the date of such
repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master
Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter
of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution
Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount
shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in
the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage
Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)          It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other
than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition
of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements
or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has
been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in
the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as
part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC
Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the


 






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jurisdiction(s)
where such UCC Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance
with then-current laws.


 


(f)          If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections  2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


Contemporaneously
with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit D to the applicable Mortgage Loan Purchase Agreement to the applicable party(ies) thereto that permits
such party(ies) to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents
and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for
enforcement by the Trust Fund, subject to any limitations set forth in the related Mortgage Loan Purchase Agreement. Pursuant
to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense
of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment
and recordation of all such Mortgage Loan documents has been completed.


 


(g)         If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person for a Mortgage
Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1
Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1
Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or
(ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection
of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by another
party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal
or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller
(other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business
Days from such Repurchase Request Recipient’s receipt thereof.


 






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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 JPMDB Commercial
Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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.


 


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


 






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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 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.


 






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(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”
within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage, 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 reasonable additional expenses of the Trust
reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related
Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage Loan
Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole
Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (excluding any related Serviced
Companion Loan, if applicable) (provided that in no event shall any such substitution occur on or after the second anniversary
of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in
connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date,
if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage
Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial
Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or,
failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable)
or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will
be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan
Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver
a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage Loan other than an Excluded Loan, prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material
Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing
in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect
will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan
not to be


 






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a
“qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed
to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s
right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for
without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer
to the Master Servicer for deposit into the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master
Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf
of the Trust (and, with respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, with the
consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment,
a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall
be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement. The
Special Servicer shall determine the amount of any applicable Loss of Value Payment (with the consent of the Directing Certificateholder
in respect of any Mortgage Loan that is not an Excluded Loan and for so long as no Control Termination Event has occurred and
is continuing) and, in the case of any PSA Party Repurchase Request with respect to Non-Specially Serviced Loans prior to the
occurrence of a Resolution Failure, shall communicate such amount to the Master Servicer for its enforcement action with the applicable
Mortgage Loan Seller. In connection with any such determination with respect to any Non-Specially Serviced Loan, the Master Servicer
shall promptly provide the Special Servicer, but in any event within the time frame and in the manner provided in Section 3.19,
with the Servicing File and all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan,
either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably requested
by the Special Servicer to the extent set forth in Section 3.19 in order to permit the Special Servicer to calculate the
Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion of any
Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable
expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment
is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material
Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This
paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust, provided that (i) prior to any such agreement
or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer,
as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in


 






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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” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) may not be cured by a Loss of Value
Payment.


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust
that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any
fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided,
however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the
option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except
as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such
costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach
in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees
or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution,
and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and
received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or
substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if
any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage
Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the
related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer
(or by the Special Servicer to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller effecting
the related repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the
related Mortgage Loan Purchase Agreement, no delay in the discovery of a Material Defect shall relieve the applicable Mortgage
Loan Seller of its obligation to repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement
and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such
Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or
this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this
Agreement, after such party has actual knowledge of such Material


 






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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” 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, 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 “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


 






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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 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


 






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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.


 


(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 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


 






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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 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


 






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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 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


 






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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, 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, (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


 






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“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.


 


(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


 






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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; 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 or that should have been known to such party with the exercise of reasonable diligence 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 enforce the Trust’s
rights against the related Mortgage Loan Seller.


 


(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


 






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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
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)        The
mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at
least ten potential mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory challenges
within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider
shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(iv)        The
expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)         If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)          The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (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


 






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commercial
mortgage-backed securitization matters or other complex commercial transactions and who will be appointed from a list of neutrals
maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential arbitrators by the Arbitration
Services Provider, each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank
the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator from
the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


 


(iii)        Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)        After
consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)         Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)        The
arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary 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


 






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promptly
delivered to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm
or vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)      No
person may bring a putative or certificated class action to arbitration.


 


(o)         The
following provisions shall apply to both mediation and third-party arbitration:


 


(i)          Any
mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)         If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)        The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other 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


 






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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 the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


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


 


(viii)      Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as Trust Fund expenses.


 


Section
2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery
to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements,
together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently
with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising
the Lower-Tier REMIC, receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular
Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described
in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests
to the Upper-Tier REMIC; 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, (i) in the case of the Class
NR


 






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Certificates,
the beneficial ownership of the Grantor Trust and (ii) in the case of the Class R Certificates, the Class LR Interest and the
Class UR Interest).


 


Section
2.05     Creation of the Grantor Trust. The Class NR Certificates are hereby designated as undivided
beneficial interests in the portion of the Trust Fund consisting of the Class NR Specific Grantor Trust Assets, which portion
shall be treated as a grantor trust for federal income tax purposes under Subpart E, part I of subchapter J of the Code.


 


[End
of Article II]


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section
3.01     The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer;
Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and
Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related
Serviced Companion Loans and the REO Properties (other than any REO Property related to a
Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement and the Mortgage Loan
documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of
the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective
whole, taking into account the subordinate or pari passu nature of such Companion Loans (as 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, taking into account the subordinate
or pari passu nature of the Companion Loan. 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 or 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


 






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value
basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders
and the holder or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari
passu nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may
be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent,
institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but 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 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 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


 






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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 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 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


 






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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 related Mortgaged Property and related collateral; (ii) subject to Sections 3.08,
3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents
contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other
documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and
(iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the
Trust (in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to
Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor
related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage
Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and
the Special Servicer original powers of attorney in the form of Exhibit R-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 substantially
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


 






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rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related
Mortgagor. To the extent the terms of the related Mortgage Loan 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 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


 






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Special
Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related
Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the
applicable Mortgage Loan Seller shall pay such 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, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any 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.


 


(j)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the


 






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servicing
and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances) even if the related
Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement is entered into
in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer nor the Special
Servicer shall be obligated under a separate agreement to which it is not a party); 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


 






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Non-Serviced
Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced
PSA, until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor
Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that
such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class
of Certificates then outstanding.


 


(m)        Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)         In
connection with the securitization of any of (a) the Quaker Bridge Mall Pari Passu Companion Loan, (b) the 100 East Pratt Pari
Passu Companion Loans and (c) the Four Penn Center Pari Passu Companion Loan, while it is a Serviced Companion Loan, upon the
request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the
Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information
relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section
3.02     Collection of Mortgage Loan Payments.
(a) Each of the Master Servicer and the Special Servicer shall 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


 






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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 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 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 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 allocated pursuant to clause first, 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) accrued and unpaid interest 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) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that


 






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have
occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 


fourth,
to the extent not previously allocated pursuant to clause first, 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;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of 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 (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 (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage


 






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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 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 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 allocated pursuant to clause first, 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) accrued and unpaid interest on such
Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) 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 (to the extent collections have not been
allocated as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates);


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan to the
extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the 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 (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause fifth on earlier dates);


 






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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 (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 Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)        To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, 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 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)


 






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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, 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 the One Harbor Point Square Mortgage Loan, promptly following 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.


 


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


 






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law
or the terms of the related Mortgage Loan or Companion Loan as described below or, if not so required, to the Master Servicer;
(v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the
extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination
of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related
Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit
to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by
the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative
fee for maintenance of the Servicing Accounts.


 


(b)          The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as
Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion
Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve
accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such
Mortgage Loan and the related Serviced Companion Loan, 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
Loan, 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,


 






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the
Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes,
assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums
on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related
REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item
on a timely basis, and provided, however, that the particular advance would not, if made, constitute a Nonrecoverable
Servicing Advance and provided, further, however, that with respect to the payment of taxes and assessments,
the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that
such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect of
such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business
Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing
Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis; provided, further, that the Special Servicer shall not be entitled to make such a
request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per
calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate
amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall
remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances;
provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may
make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request for reimbursement
for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding
the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of
such Master Servicer’s own funds, to reimburse the Special Servicer for any 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


 






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Servicer,
any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized
by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer
shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall
instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer
shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer
with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled
to conclusively rely on such a determination, but such determination shall not be binding upon the Master Servicer, and shall
in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination that any
Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any
previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its
own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further
as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment
of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable,
notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master
Servicer fails to make any required 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


 






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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; 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). The Master Servicer or Trustee may elect to obtain reimbursement
of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that
pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances
with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement
for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid
interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA
and the applicable Non-Serviced Intercreditor Agreement.


 


(d)          In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use 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,


 






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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:


 


(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


 






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securitization)
together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)         any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)        any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)       any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into
the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the
Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer
and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only
be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection
Account for the Master Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer
shall give notice to the Trustee, the Special Servicer,


 






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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 and the Trustee
as Holder of the Lower-Tier Regular Interests, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders
and (iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class NR 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 receipt of properly
identified 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(k),
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve


 






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


 


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


 


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


 


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


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
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 are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account 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


 






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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 name of
“[name of successor certificate administrator], as Certificate Administrator, for the benefit of Wilmington Trust, National
Association, as Trustee for the Holders of the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2
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


 






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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 NR 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 NR 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 NR 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.


 






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(g)         [Reserved].


 


(h)         [Reserved].


 


(i)          If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value
Payments received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports
delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust.
Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value
Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and
(ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as
distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable
Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall
be taxable on all income earned thereon.


 


Section
3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion
Distribution Account. (a)
The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the
Collection Account) 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 Wells Fargo Bank, National Association if Wells
Fargo 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


 






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amounts
received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation
Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any
unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected
Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to
Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation
Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment
relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i)
with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and then,
pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan
(if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari
Passu Companion Loan.) 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) the One Harbor Point Square 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) the One
Harbor Point Square 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


 






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connection
with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
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
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);


 






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provided,
however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)          to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
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. 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), 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


 






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earned
Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with
respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection
therewith;


 


(vi)        at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause  (iii) or clause
 (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and
payable thereon in accordance with Sections  4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 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 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 (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);


 


(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;


 






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(viii)      in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement
or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan 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 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 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 (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 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


 






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relating
to the Trust Fund held in the Collection Account and the Companion Distribution Account as provided in Section 3.06(b)
(but only to the extent of the Net Investment Earnings with respect to the Collection Account and the Companion Distribution Account
for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to
such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage Loan and any related
Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related Mortgagor and to the
extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan
have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
(other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference,
if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required
to be paid as Compensating Interest Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan
have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
(other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)        to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 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 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 (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 with respect to the Mortgage Loans;


 






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(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections  3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of
any Opinion of Counsel contemplated by Sections  13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their
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 (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 with respect to the Mortgage Loans;


 


(xiv)       to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)        to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)      to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 






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(xviii)     to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       [Reserved];


 


(xx)        to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxi)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxii)      to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any
other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable
Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account.


 


Notwithstanding
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, 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):


 






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(i)         to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)        to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


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


 






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(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.


 


(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 (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 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


 






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such
Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would
constitute an additional expense of the Trust;


 


(iii)       to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)       following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses  (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and


 


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


 


(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


 






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later
than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand.
Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable,
on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case
of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for
the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts
in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account,
as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee
shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the
form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the
Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause
the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case of
the REO 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


 






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Servicer
Remittance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in
accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as
to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder)
directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in any of the Collection Account,
the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer
(in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) shall deposit therein, no later than the Master Servicer Remittance Date, without right of reimbursement,
the amount of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the Master Servicer Remittance Date related to the current Distribution Date; provided that neither
the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment
Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution
or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications
set forth in the definition of Eligible Account at the time such investment was made (and, with respect to the Master Servicer,
such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer unless such
depository institution or trust 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, but only in the event the
Trustee has an insurable interest therein and such


 






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insurance
is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially
reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination Event and (ii) other than
with respect to any Excluded Loan, any determination that such insurance coverage is not available or not available at commercially
reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the related 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 with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded
Loan) the consent of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period,
the related AB Whole Loan Controlling Holder, as applicable) and only in the event the Trustee has an insurable interest therein
and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained
at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants
(at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates.
Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) (other
than with respect to any Excluded Loan) with the consent of the Directing Certificateholder or, prior to the occurrence and continuance
of an AB Control Appraisal Period, the related 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


 






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than
the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable,
and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or
REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include
a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the
case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the
first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable
law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be 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 (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by
the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer 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


 






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either
purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing
to purchase such insurance and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately
preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased
by the Master Servicer pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing
Standard that such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the
Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Special
Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master
Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional
Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10)
highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than
5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Special
Servicer is evaluating the availability of such insurance or waiting for a response from the Directing 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 unless the Master Servicer or the Special Servicer is required to take any immediate action pursuant
to the Servicing Standard or other servicing requirements of this Agreement and the Master Servicer does not itself maintain such
insurance or cause such insurance to be maintained.


 


(b)          (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master


 






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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 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.


 






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(d)          
At the time the Master Servicer determines in accordance with the Servicing Standard that
any Mortgaged Property (other than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and
such flood insurance has been made available), the Master Servicer shall use efforts consistent with the Servicing Standard to
cause the related Mortgagor (in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion
Loan documents) to maintain, and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain
to the extent available at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing
Standard and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but
only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits
the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and
any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the
National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property,
if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor,
the Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)          
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged
Property) shall be located in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained,
to the extent available at commercially reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan
other than an Excluded Loan or prior to the occurrence and continuance of a Control Termination Event, with the consent of the
Directing Certificateholder) in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount
of insurance which is available under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance
with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(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 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 (with respect
to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion
Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the
Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Non-Specially
Serviced Loans, the Master Servicer has made a written analysis and recommendation and obtained the prior written consent (or deemed
consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten (10) Business Day review
period of the Directing Certificateholder (or, with respect to such ten (10) Business Day period, such longer period as required
by the related Intercreditor Agreement for review by any related Companion Holder), after receipt (unless earlier objected to)
by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect
to such waiver or exercise of such right together with such other information in the Master Servicer’s possession that is
reasonably requested by the Special Servicer, (ii) with respect to all Specially Serviced Loans and Non-Specially Serviced
Loans, and other than with respect to any Excluded Loan, the Special Servicer shall, prior to consenting to such a proposed action
of the Master Servicer and 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 AB Whole Loan Controlling
Holder, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan, upon consultation with the Directing Certificateholder pursuant to Section 6.08(a) hereof, which consent shall
be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Certificateholder) of the Master
Servicer’s (if applicable) and the Special Servicer’s written analysis and recommendation with respect to such waiver
together with such other information in the Master Servicer’s or 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 AB Whole Loan Controlling Holder, to the extent required under the Intercreditor
Agreement), and (iii) with respect to any Mortgage


 






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Loan
(x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater
than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with
all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with
the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance),
the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided, however,
that with respect to subclauses (y) and (z) of this subclause (ii), such Mortgage Loan shall also
have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event 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 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, 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, (1) the Special Servicer, on behalf of the Trustee as the mortgagee
of record, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan) and related Serviced Companion
Loans, shall determine in accordance with the Servicing Standard whether conditions to a transfer or assumption have been satisfied,
or (2) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to any Non-Specially Serviced Loan
for which there is no mortgagee discretion in approving a transfer or assumption or for which there is no discretion in determining
whether conditions to a transfer or assumption have been satisfied, 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:


 






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


 


(ii)          
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer (with respect
to Specially Serviced Loans) or the Master Servicer (with respect to Non-Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion
Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or
other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i) with respect to all Non-Specially Serviced Loans, the Master Servicer has made a recommendation and obtained the
prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after
the ten (10) Business Day review period of the Directing Certificateholder (or, with respect to such ten (10) Business Day period,
such longer period as required by the related Intercreditor Agreement for review by any related Companion Holder), after receipt
(unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and
recommendation with respect to such waiver or exercise of such right together with such other information in the Master Servicer’s
possession that is reasonably requested by the Special Servicer, (ii) 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 AB Whole Loan Controlling Holder, to the extent required under
the Intercreditor Agreement), which consent shall be deemed given ten (10) 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 Master Servicer’s or 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 AB Whole Loan Controlling Holder, to the extent required under the Intercreditor
Agreement), and (iii) the Master Servicer or the Special Servicer, as applicable, has obtained Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered 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


 






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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 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 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, 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, 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, (1)
the Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Specially Serviced Loans (other
than a Non-Serviced Mortgage Loan), shall determine whether conditions to further encumbrance have been satisfied (provided
that there is no lender discretion with respect to the satisfaction of such conditions), or (2) the Master Servicer, on behalf
of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Loans for which there is no mortgagee discretion
in determining whether conditions are satisfied, shall make such determination with respect to whether such conditions have been
satisfied.


 


(c)          
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s
right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related
Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property.


 






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(d)          
Except as otherwise permitted by  Section 3.08(a)
and  (b) and/or  Section 3.18, neither
the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this  Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to
 Section 3.08(a) or  (b) to each other
and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator,
each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website in accordance with  Section 3.25) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to  Section 3.08(a)
or  (b) and shall forward thereto a copy of such agreement.


 


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan including matters that are Major Decisions and that are otherwise not
Master 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 recommending
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.


 


(e)          
[Reserved].


 


(f)           
Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its
rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause without the consent
of the Special Servicer and the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to a Non-Specially Serviced Loan or relating to any Specially Serviced Loan
without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation Termination
Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing Certificateholder
shall have ten (10) Business Days 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


 






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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).


 


(g)          
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) 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 foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund
pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property
shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion
that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Master Servicer for such Servicing Advance, and the Master Servicer or 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)


 






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and
the results of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with
the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan,
whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case
may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser
the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this  Section 3.09
unless either:


 


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


 


(ii)          
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to
the related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)          
Notwithstanding the foregoing provisions of this  Section 3.09
and  Section 3.24, neither the Master Servicer nor the Special Servicer shall,
on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action with
respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged 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),


 






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as
a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such
actions with respect to the affected Mortgaged Property.


 


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


 


(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 4
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 5 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 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


 






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Mortgaged
Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special
Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to
 Section 3.13(b) and (iii) in addition to the prior written consent of the
Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have
consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s
posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being
deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that
the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted
under the related Mortgage Loan documents.


 


(e)          
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to
the Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information
Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted
Loan or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed
that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been
satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage
Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)           
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties
which require reporting to the Internal Revenue Service and shall 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


 






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respect
to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


 Section 3.10      Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon
the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the
Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes,
the Master Servicer or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery
of the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer
and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt
of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer, as
the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan,
the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses
incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver
to the Custodian a Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or any document therein to the Master Servicer or the Special Servicer (or a 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


 






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submitted
to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required
and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required
to review such documents for their sufficiency or enforceability.


 


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 Other 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


 






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Section 3.11(a),
Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may
not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and
obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion
Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement), provided that the consent of the Special Servicer is not required
to take such actions; (ii) 50% of Excess Modification Fees related to any consents, modifications, waivers, extensions or
amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement) that involve one or more Major
Decisions or decisions that are not Master Servicer Decisions, provided that the consent of the Special Servicer is required
to take such actions; (iii) 100% of all assumption application fees received on Non-Specially Serviced Loans (including any
related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent
of the Special Servicer is required) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such
defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer
is entitled to under this Agreement); (iv) 100% of assumption, waiver, consent and earnout fees pursuant to Section 3.08
and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided that
the consent of the Special Servicer is not required to take such actions and (v) 50% of all assumption, waiver, consent and
earnout fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18
on any Non-Specially Serviced Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement), provided that the consent of the Special Servicer is required to take such actions and only to
the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid. In addition, the Master
Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan)
any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and
other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually
paid by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution
Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),
the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund
in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the Master Servicer Remittance Date


 






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related
to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not
required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive,
between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (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. 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, each of the Master Servicer and the Special Servicer shall also be entitled to charge reasonable review
fees in connection with any Mortgagor request.


 


Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess
of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive
the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and
any REO Loan relating to a Non-


 






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Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any
related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the
provisions of  Section 3.05(a). The right to receive the Special Servicing Fee
may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 


(c)          
Additional servicing compensation in the form of (i) 100% of all Excess Modification
Fees related to consents, modifications, waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all
assumption application fees and assumption fees and other related fees received on any Specially Serviced Loans, (iii) 100%
of waiver, consent and earnout, pursuant to  Section 3.08 and  Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid
by the related Mortgagor and (iv) 50% of all Excess Modification Fees and assumption, consent and earnout fees pursuant to
 Section 3.08 or  Section 3.18
and 50% of all earnout fees received in all cases with respect to all Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) and, in all cases, for which the Special Servicer’s
consent or approval is required, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related
Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account
pursuant to  Section 3.04(a). Subject to  Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in  Section 3.11(d) and (ii) interest or other income earned
on deposits relating to the Trust Fund in the REO Account in accordance with  Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date). The Special
Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser of (i) the
amount calculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains
a Corrected Loan and (ii) $1,000,000 in the aggregate with respect to any particular workout of a Corrected Loan; provided,
however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal
to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout
Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected
Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer
in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced
(but not below zero) pursuant to the


 






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preceding
sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal
to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease
to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable
if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout
Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it
shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan
that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable
if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other
than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special
Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned
or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely
Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely
Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer
will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to
each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions
set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to
any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and
out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest
on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive
a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided
in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or
indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage
Loan. Subject to  Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy obtained by it insuring against hazard losses pursuant to  Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 






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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, each of the Master Servicer and the Special Servicer shall also be entitled to charge reasonable review
fees in connection with any borrower request.


 


(d)          
In determining the compensation of the Master Servicer or Special Servicer, as applicable,
with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and any related Companion Loan since the prior Distribution Date shall be applied (in such order)
to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or
related Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master
Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances
made by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not
prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest
on Advances previously paid to the Master Servicer or the Trustee pursuant to  Section 3.05(a)(vi)
hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on Servicing Advances reimbursed
by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the
extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion
Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout
Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred
since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage
Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall
be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was
a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period
such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation
to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a
pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements to such compensation
described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any


 






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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 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.


 






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(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 commencing in calendar year 2017 and (ii) less
than $2,000,000 at least once every twenty-four (24) months, commencing in the calendar year 2018 (and each Mortgaged Property
shall be inspected on or prior to December 31, 2018); provided, however, that if a physical inspection has been performed
by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the
Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed,
such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent
on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon
as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage
Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the
immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed
first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to
Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of
the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or
abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the


 






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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 five (5) 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 seven (7) Business Days after request for copies of such reports by
the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in electronic format) of
each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website. In respect of any Mortgage Loan other than an Excluded Loan and prior
to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing
Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be
delivered until further notice).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer,
in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor
quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and
the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to
the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of
the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related
Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required
to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements
pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating
statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly
following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business
Days of receipt, and the Master Servicer shall make available on its website copies of all the foregoing items so collected to
the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case
within thirty (30) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each
year commencing June 30, 2016. 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 copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to  Section 3.13(c).


 






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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, 2016 and the calendar
year ending December 31, 2016 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 and Special Servicer shall forward to the other and (prior to the occurrence of a Consultation Termination
Event) the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor
from the prior month. 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) to the Certificate Administrator, the Directing Certificateholder, and with respect to any Serviced
Companion Loan, the related Companion Holder, the Special Servicer and the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post all such items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC®
Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property
(other than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)          
At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer
shall prepare and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination
Event, the Directing Certificateholder, the CREFC® Special Servicer Loan File
and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to
the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other
than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and
(v) a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in


 






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each
case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date
beginning June 2016, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in
electronic format to the Certificate Administrator the following reports and data files: (A) to the extent the Master Servicer
has received the CREFC® Special Servicer Loan File at the time required, the
most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC®
REO Status Report, (B) CREFC® Loan Setup File (with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to  Section 3.12(c) by the Special Servicer
and Master Servicer), (D) a CREFC® Servicer Watch List with information
that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report
on Disclosable Special Servicer Fees delivered pursuant to  Section 3.11(e) to
the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the
Master Servicer Remittance Date beginning June 2016, 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 June 2016, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File. 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.


 


(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.


 






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(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 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


 






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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 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


 






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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, unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given
access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          
The Certificate Administrator shall make available to Privileged Persons (provided
that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings
referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items,
in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)           
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


 (A)          the Prospectus and any other disclosure document relating to the Offered Certificates, in
the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


 (B)           this Agreement and any amendments and exhibits hereto; 


 


 (C)           the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


 (D)           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 and 8-K 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


 






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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);


 


 (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;


 


(v)          
The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


 (A)          any notice with respect to a release pursuant to Section 3.09(d);


 


 (B)           any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan
pursuant to Section 3.18(g);


 


 (C)           any notice of final payment on the Certificates delivered to the Certificate Administrator
pursuant to Section 4.01(h);


 


 (D)           any notice of the occurrence of any Servicer Termination Event or termination of the Master
Servicer or the Special Servicer delivered pursuant to Section 7.01;


 


 (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


 






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trustee
or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


 (I)           
any Officer’s Certificate supporting any determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance;


 


 (J)           
any notice of resignation or termination of the Master Servicer or Special Servicer pursuant
to Section 7.03;


 


 (K)           any notice of termination pursuant to Section 9.01;


 


 (L)            any notice of resignation or termination of the Operating Advisor or the Asset Representations
Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations
reviewer pursuant to Section 3.26 or Section 12.03, respectively;


 


 (M)          any notice of any request by requisite percentage of Certificateholders for a vote to terminate
the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or
the Asset Representations Reviewer pursuant to Section 12.05(b);


 


 (N)           any notice of recommendation of termination of the Special Servicer by the Operating Advisor
and the related report prepared by the Operating Advisor in connection with such recommendation;


 


 (O)           any notice that a Control Termination Event has occurred or is terminated or that a Consultation
Termination Event has occurred;


 


 (P)          
any notice of the occurrence of an Operating Advisor Termination Event;


 


 (Q)           any notice of the occurrence of an Asset Representations Reviewer Termination Event; 


 


 (R)           any assessments of compliance delivered to the Certificate Administrator;


 


 (S)          
any attestation reports delivered to the Certificate Administrator;


 


 (T)           any “special notices” required by a Certificateholder to be posted on the Certificate
Administrator’s website pursuant to Section 5.06;


 


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


 


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


 






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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.


 


Any Person (other than
the Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access
the Distribution Date Statements and the following items made available to the general public: the Prospectus, this Agreement,
the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the
Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class
Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall
be entitled to access all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form
of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that
such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event
the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class
Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded


 






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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 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


 






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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.


 


(c)          
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs
the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via
electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMDB 2016-C2”
and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider if or as may be necessary or beneficial:


 


(i)           
any notices of waivers under Section 3.08(d);


 


(ii)          
any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


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


 


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


 


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


 






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(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;


 


(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(g);
Section 11.09 or Section 11.10; and


 






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(xix)         any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely
by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website
to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable.
Access shall be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of
Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City
time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “JPMDB 2016-C2” in the subject line).


 


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


 






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Provider’s
Website and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice.
The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person
for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general
email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMDB 2016-C2” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated
to, provide bulk information that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall
be posted by the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information
in accordance with the timeframe provided in Section 3.13(c) above, provided, however, that if the 17g-5
Information Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then
it shall post such information within a reasonable time. 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 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 through the Master Servicer’s Internet
website or otherwise, any additional information relating to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any
related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced Mortgaged Property), or the related Mortgagors,
for review by the Depositor, the Underwriters and any other Persons who deliver an Investor Certification in accordance with this
 Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of  Section 3.13(c)),
in each case, except to the extent doing so is prohibited by this Agreement


 






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(including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall
be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter
into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
Internet website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such
information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
Internet website, the Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the information described in this  Section 3.13(f) to current
or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as
applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person
indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds
or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing
such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in
the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment
advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential with no further dissemination (except that such 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,


 






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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.


 


(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


 






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deed
or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of
the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year
in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted
or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate
Administrator and the Master 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


 






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(or
with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date)
or (y) two (2) Business Days after such amounts are received and properly identified and determined to be available, the
Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit into the Collection
Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property
during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding
sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as
may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other
related expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided
in this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a written accounting of amounts
remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall
apply all such amounts as instructed by the Special Servicer on the day the Master Servicer receives the written accounting as
provided in the previous sentence.


 


(d)          
The Special Servicer shall keep and maintain separate records, on a property-by-property basis,
for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b)
or Section 3.14(c).


 


 Section 3.15      Management of REO Property. (a)  If title to any REO Property is acquired,
the Special Servicer shall manage, consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged
Property) for the benefit of the Certificateholders and the related Companion Holders, and the Trustee (as holder of the Lower-Tier
Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property
to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in
the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the
meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests of and
for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the
Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in
accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special
Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net
income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such
income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis
as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the
Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following
receipt of such properly identified and available funds) in the


 






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applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)           
all insurance premiums due and payable in respect of such REO Property;


 


(ii)          
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         
any ground rents in respect of such REO Property, if applicable; and


 


(iv)          all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)          
Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)          authorize or permit any construction on any REO Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default
on the related Mortgage Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(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


 






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of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


(c)          
The Special Servicer shall contract with any Independent Contractor for the operation and
management of any REO Property within ninety (90) days of the acquisition date thereof, provided that:


 


(i)           
the terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement
reached at arm’s length;


 


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


 


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


 


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


 


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


 


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


 


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


 






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any
event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its
fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in accordance
with a review of such circumstances and new information in accordance with the Servicing Standard including, without limitation,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value
determination and any adjustment to its fair value determination.


 


(ii)           
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in
writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice
under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, shall, notwithstanding anything in this  Section 3.16
to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent
set forth in the related Intercreditor Agreement.


 


(iii)           
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if
and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan,
under certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced
Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the applicable Non-Serviced Special Servicer
for the related Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than ten (10)
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’ prior written notice of its intention to purchase such Defaulted Loan to the


 






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Directing
Certificateholder and there is no higher offer within such time) or may accept the first cash offer received from any Person that
constitutes a fair price for the Defaulted Loan.


 


(iv)           
(A)  In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, 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 Specially Serviced
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


 






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capacity,
nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)           The Special Servicer will not be obligated to accept the highest offer if the Special Servicer
determines (with respect to any Mortgage Loan other than an Excluded Loan and excluding any AB Subordinate Companion 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


 






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Servicing
Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders. The Special
Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and, in respect of
any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
not less than ten (10) 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.


 






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(D)           In determining whether any offer received from an Interested Person represents a fair price
for any REO Property, the Trustee shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent
expert in real estate matters retained by the Trustee in connection with making such determination. The reasonable cost of such
Independent appraiser or other Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable
fees and costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered
by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the
Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person
within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from
the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer
or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters
shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the
state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)           
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders,
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in
the REMIC Provisions or authoritative interpretations thereof made or issued subsequent to the Startup Day allow a sale for other
consideration).


 


(d)          
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related
Intercreditor Agreement and this Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the
Special Servicer determines to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16,
then the Special Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole
loan and shall require that all offers be submitted to the Special Servicer in writing. To the extent a determination is required
to be made hereunder as to


 






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whether
any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall be made 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 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 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


 






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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 or
the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining
amount of such Nonrecoverable Advance pursuant to  Section 3.05(a)(v) immediately,
as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during
the one month collection period ending on the then-current Determination Date, for successive one-month periods for a total period
not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded Loan, any such
deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the
consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with
the Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer;


 






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it
is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection
period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or
portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects,
in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one-month collection period will exceed the full amount of the principal portion of general collections deposited
in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable
efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5
Information Provider’s Website pursuant to  Section 3.13(c), unless extraordinary
circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider as soon
as practical thereafter. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence shall in
no way affect the Master Servicer’s 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 or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders


 






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a
right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement
for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek
immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of
the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the
Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by 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.


 


(f)           
With respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Aventura View,
if the related Mortgagor fails to satisfy the requirements in the Mortgage Loan documents for release of the related performance
reserve fund escrowed on the origination date, neither the Master Servicer nor the Special Servicer shall apply such escrow to
the prepayment of the Mortgage Loan, notwithstanding that the terms of the related Mortgage Loan documents so permit, unless not
doing so would violate the Servicing Standard.


 


 Section 3.18      Modifications, Waivers, Amendments and Consents. (a)  Except as set forth
in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h),
Section 3.18(i) and Section 6.08, but subject to any other conditions set forth thereunder (including,
without limitation, the Special Servicer’s consent rights pursuant to this subsection (a) with respect to any
modification, waiver, amendment, consent or other action that constitutes a Major Decision or is otherwise not a Master 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


 






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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 modify, waive or amend the terms of a Mortgage Loan and/or Companion Loan or provide a consent thereunder without
the prior written consent of the Special Servicer (it being understood that, if the Master Servicer is recommending such modification,
waiver, amendment or consent, the Master Servicer shall promptly provide the Special Servicer with notice of any request for such
modification, waiver, amendment or consent, the Master Servicer’s written recommendation and analysis, and all information
reasonably available to the Master Servicer 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 after
receipt of such 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, amendment or consent 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 Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special
Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related
Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor,
to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute
a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence and continuance of
a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the Directing Certificateholder
(or (i) after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan, upon consultation with the Directing Certificateholder pursuant
to Section 6.08 hereof) (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 consent rights pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially
Serviced Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan and/or related
Serviced Companion Loan in


 






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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 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


 






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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” 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).


 


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan including matters that are Major Decisions and that are otherwise not
Master 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 recommending
such modification, waiver, amendment, consent, request or other 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.


 


(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 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 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,


 






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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 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 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).


 


(d)          
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 consent rights pursuant to  Section 3.20(a)
if any such waiver, modification or amendment constitutes a Major Decision) or the Special Servicer may, consistent with the Servicing
Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default
or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not
be a “significant modification” of the Mortgage


 






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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.


 


(e)          
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each
may, as a condition to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence
or any other matter or thing, the granting of which is within the Master Servicer’s or the Special Servicer’s, as the
case may be, discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion
Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer,
as the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed
in connection with such request; provided that the charging of such fee is not a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)           
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or
Companion Loans entered into pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the
Special Servicer, as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s
signature is required by the Special Servicer in accordance with the Servicing Standard).


 


(g)          
With respect to any modification, waiver or amendment with respect of a Specially Serviced
Loan, the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
(after the occurrence and during the continuance of a Control Termination 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
(unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if
applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with  Section 3.13(c)) in writing
of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or
Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment
(in each case, after it is finalized and executed) for which it is responsible, the Master Servicer shall provide written notice
of any such modification, waiver


 






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or
amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence
of a Consultation Termination Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder),
the applicable Companion Holder (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master
Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with  Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice
is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement
relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution
thereof, with a copy to the applicable Companion Holder, if any. 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 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.


 


(h)          
Subject to the consent rights and processes set forth in Section 6.08 with respect
to Major Decisions, the Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and Serviced Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any
defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include
any Modification Fees or waiver fees in connection with a defeasance that the


 






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


 


(i)           
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable,
Companion Loan documents, to the contrary, the Master Servicer may permit the substitution of “government securities,”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations


 






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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 consent rights pursuant to  Section 3.20(a) with respect to any such action that constitutes a Major Decision) reasonably determines that allowing their use would not
cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at
the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents
or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute
an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in
 Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied;
and provided, further, that such securities are backed by the full faith and credit of the United States government,
or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
 Section 3.25).


 


(j)           
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent
with the Servicing Standard, the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”),
which shall be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts
to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for
any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(k)          
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor
the Special Servicer, as applicable, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its


 






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then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of
the related loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding
the termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(l)           
Notwithstanding anything to the contrary in this Agreement, in connection with any modification,
waiver, consent or amendment in connection with any defeasance transaction contemplated in the second sentence of Section 3.18(h),
the Master Servicer shall not approve any such modification, waiver, consent or amendment thereto without first having received
an Opinion of Counsel addressed to the Master Servicer and, upon reasonable request, the Special Servicer that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event to occur.


 


(m)           Notwithstanding any other provisions of Section 3.08 or this Section 3.18,
but subject to any related Intercreditor Agreement, with respect to Non-Specially Serviced Loans, and subject to the rights of
the Special Servicer and the Directing Certificateholder under Section 6.08 of this Agreement, the Master Servicer
may take any of the following actions without any Directing Certificateholder approval, Rating Agency Confirmation or Special Servicer
approval (provided that the Master Servicer delivers notice thereof to the Special Servicer after completion (and the Special
Servicer shall promptly, prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded
Loan, deliver notice thereof to the Directing Certificateholder), except to the extent that the Special Servicer or the Directing
Certificateholder, as the case may be, notifies the Master Servicer or the Special Servicer, as applicable, that such party does
not desire to receive copies of such items) (each of the following, a “Master Servicer Decision”): 


 


(i)           
approving routine leasing activity, including the granting of subordination and non-disturbance and attornment agreements
and consents involving routine leasing activities that (A) do not involve a ground lease or lease of an outparcel and (B) affect
an area less than the lesser of (x) 30,000 square feet and (y) 30% of the net rentable area of the related Mortgaged
Property;


 


(ii)          
approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial
statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(iii)          approving annual operating budgets;


 


(iv)          subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Mortgage Loan
or Serviced Whole Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


 






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(v)           approving non-material modifications, consents or waivers (other than modifications, consents or waivers specifically prohibited
under this Section 3.18) in connection with a defeasance permitted by the terms of this Agreement, and subject to
certain conditions, including in certain cases, delivery of an Opinion of Counsel (which Opinion of Counsel shall be at the expense
of the related Mortgagor) to the effect that such modification, waiver or consent would not cause either Trust REMIC to fail to
qualify as a REMIC under the Code or result in a “prohibited transaction” under the REMIC Provisions or cause the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes;


 


(vi)          granting waivers of minor covenant defaults (other than financial covenants);


 


(vii)         as permitted under the related Mortgage Loan documents, payment from any escrow, reserve, or letter of credit except releases
of any amounts from any escrow accounts, reserve accounts or letters of credit held as performance escrows (or reserves) or earn-out
escrows (or reserves) that constitute a Major Decision pursuant to Section 6.08(a)(viii) (including, without limitation,
with respect to certain Mortgage Loans identified on Schedule 3 hereto) unless required pursuant to the specific terms
of the related Mortgage Loan and for which there is no lender discretion;


 


(viii)        approving a change of the property manager at the request of the related Mortgagor so long as the subject Mortgage Loan
does not have an outstanding principal balance in excess of $2,500,000;


 


(ix)           (A)  grants of easements or rights of way that do not materially affect the use or value of a Mortgaged Property
or the borrower’s ability to make any payments with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or any Serviced Whole Loan and consents to subordination of the related Mortgage Loan or Serviced Whole Loan to such easements
or rights of way, (B) release of non-material parcels of a Mortgaged Property (including, without limitation, any such releases
(x) 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) and such release is made as required by the related
Mortgage Loan documents or (y) 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 (C) the release of collateral securing any Mortgage Loan
in connection with a defeasance of such collateral;


 


(x)           
[Reserved];


 


(xi)           any non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not
provided for in clauses (i) through (x) above, which are necessary to cure any ambiguities or to correct scrivener’s
errors in the terms of the related Mortgage Loan or Serviced Whole Loan; and


 






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(xii)          in accordance with the last paragraph of Section 3.08(a) or the last paragraph of Section 3.08(b)
hereof, approving, consenting to, disapproving or waiving any assumption, transfer or further encumbrance where the consent of
the lender is not required;


 


provided that
(w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute
a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an
Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting
such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing
Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any
Intercreditor Agreement. The foregoing is intended to be an itemization of actions the Master Servicer may take without having
to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


 Section 3.19      Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset
Status Report. (a)  Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan), Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable,
shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer
and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The
Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents and records (including
records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable,
the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5)
Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x)
of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such
Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer
and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has
commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall
deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation
Termination Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice
of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master
Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate
Administrator shall deliver to each Controlling


 






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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 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 (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 the Serviced AB Whole Loan, only to the extent the 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 continuance of a Control Termination Event, and in the case of any Serviced AB Whole
Loan, only to the extent such Serviced AB Whole Loan is subject to an AB Control Appraisal


 






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Period),
(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 otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a
description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the special servicer in connection with the proposed or taken actions;


 


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


 


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


 


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


 


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


 






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


 


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


 


A summary of each Asset
Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If within ten (10) Business
Days 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) 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 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 a Control Termination Event) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination
Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days
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 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


 






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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 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 the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate
Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred and is continuing and an
AB Control Appraisal Period is in effect), 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 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 the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of
such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related
thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest
of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective
whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating
Advisor (and if no Consultation Termination Event has occurred 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 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 pari passu or subordinate nature of such Companion
Loan)).


 






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After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
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, each of 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) and the Operating Advisor shall consult with the Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination
Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status
Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status
Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in
accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation
of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special
Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant
to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over
any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth
in the related Intercreditor Agreement.


 


(e)          
(i)  Upon receiving notice of the occurrence of the events described in clause (iv)
and (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set
forth therein), the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts
to provide the Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested
by the Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)           
Prior to the occurrence and continuance of a Control Termination Event, no later than two
(2) Business Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other
than any Excluded Loan), the Special


 






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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 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 Directing Certificateholder).
With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination
Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not
disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the
Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant
to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing, then
within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new
summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time
the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder is not
in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the 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


 






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longer
act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations
of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances
described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the
Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests)
shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee
assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of
the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable,
any successor master servicer or special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall
have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan
at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated
by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner and by such
other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification
that may be satisfied out of assets of the Trust; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless
and to the extent the Master Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan;
(vii) 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 and (viii) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the
Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master
Servicer under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and
servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations
contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required
for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items
required under any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or special
servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable (subject to
Section 3.20(g) hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need
not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder
at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement
may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the
Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement
with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event
had occurred and


 






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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 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 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 and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if


 






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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.


 


(i)          
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter
into any Sub-Servicing Agreement which provides for the performance


 






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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.


 


 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, 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) upon
the occurrence and during the continuance of any Control Termination Event, 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


 






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substantially
in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal
thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder
is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class
Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver 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 also deliver a certification substantially in the form of Exhibit P-1G to this Agreement prior to being recognized
as the new Directing Certificateholder.


 


(b)          
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or
Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled
to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the
Master Servicer, Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling
Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing
Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling
Class Certificateholders to select a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling
Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or 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.


 






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(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 Registrar, 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, BlackRock Realty Advisors, Inc.,
as agent for its managed accounts, 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 related Certificateholders of such Class (through the
Depository) of the Class becoming the Controlling Class.


 


(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the
Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class
of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests
of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the
Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having
so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer,
employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)          
All requirements of the Master Servicer and the Special Servicer to provide notices, reports,
statements or other information (including the access to information on a website) to the Directing Certificateholder contained
in this Agreement shall also apply to each Companion Holder with respect to information relating to the related Serviced Mortgage
Loan or


 






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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.


 


(l)           
At any time that the Controlling Class Certificateholder is the holder of a majority of the
Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the
Directing Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement
by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com),
the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein,
during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation
Termination Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence
and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion
of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after
giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint
a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially
Serviced Loan prior to the sale or transfer of the Class  E Certificates to the Non-Waiving Successor and had not also become
a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 






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(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 and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control
Termination Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s determination that
a Control Termination Event or a Consultation Termination 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 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 Certificates
to less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder
who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible 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 of any transfer
of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results
in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


 Section 3.24      Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer
acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine
debt is subject to the terms and


 






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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 grantor trust status of the Grantor Trust, (b) result in the
imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or
(c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or
the Master Servicer’s responsibilities under this Agreement.


 


(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating
Advisor 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 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 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 Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto).


 






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Notwithstanding
the consultation rights of the related 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 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


 






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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 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) KBRA has not 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 KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating 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).


 


(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


 






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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 promptly review (i) all
information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any
Specially Serviced Loan (other than (x) the Serviced AB Whole Loan prior to the occurrence and continuance of a AB Control Appraisal
Period and (y) a Servicing Shift Mortgage Loan), and (B) that is contained in the CREFC®
Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor
by the Special 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), subject to any law, rule, regulation, order, judgment
or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related
to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant
to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(c)          
(i)  After the occurrence and during the continuance of a Control Termination Event,
based on the Operating Advisor’s review of any assessment of compliance report, attestation report, Asset Status Report and
other information delivered to the Operating Advisor by the Special Servicer, including each Asset Status Report delivered during
the prior calendar year, the Operating Advisor shall (if any Mortgage Loans (other than the Servicing Shift Mortgage Loan prior
to the Servicing Shift Securitization Date and the Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control
Appraisal Period) were Specially Serviced Loans 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 the prior calendar year for which a Control Termination
Event was continuing as of December 31, 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 the Operating
Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar
year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially Serviced Loans that
the Special Servicer is responsible for servicing under this Agreement; 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


 






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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. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating Advisor Annual
Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole
Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement.
Subject to the restrictions in this Agreement, including, without limitation,  Section 3.26(d) hereof, 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 five (5) Business
Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have
no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer. Only as
used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “platform-level basis”
refers to the Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of Specially
Serviced Loans, 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, Asset Status Report and other information delivered to the Operating
Advisor by the Special Servicer (other than any communications between the Directing Certificateholder and the Special Servicer
that would be Privileged Information) pursuant to this Agreement.


 


(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.


 


(d)          
Prior to the occurrence and continuance of a Control Termination Event (or, with respect to
a Serviced AB Whole Loan, prior to the occurrence and continuance of both a Control Termination Event and a related AB Control
Appraisal Period), the Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in
the Special Servicer’s determination of what course of action to take in connection with the workout


 






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or
liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor
shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction
Amount calculations and/or net present value calculations.


 


(e)          
(i)  After the occurrence and during the continuance of a Control Termination Event,
and with respect to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event
and an AB Control Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations
related to (i) Appraisal Reduction Amounts or (ii) net present value in accordance with Section 1.02(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 verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 


(ii)          
In connection with this  Section 3.26(e), in the event the Operating Advisor
does not agree with the mathematical calculations of the Appraisal Reduction Amount (as calculated by the Master Servicer) or
net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such
calculation, the Operating Advisor and the Master Servicer or the Special Servicer, as applicable, 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 Master Servicer or the Special Servicer, as applicable, and determine which calculation is to apply
(and shall provide prompt written notice of such determination to the Operating Advisor and the Master Servicer or the Special
Servicer, as applicable).


 


(iii)          Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be
permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during
the continuance of both a Control Termination Event and a related AB Control Appraisal Period.


 


(f)           
[Reserved].


 






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(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 which are not then included in the Control Eligible Certificates), other than any party hereto, to the extent
expressly set forth herein, and the Operating Advisor shall not, without the prior written consent of the Special Servicer, disclose
any such Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes generally
available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii) it is
reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental
agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality
obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring
the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered
to the Master Servicer, the Operating Advisor, the Certificate Administrator, the Special Servicer, the Directing Certificateholder
and the Trustee. 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 (including the Serviced Mortgage Loans and
the Non-Serviced Mortgage Loans but not any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating
Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related
Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month 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


 






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respect
to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable
efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor
in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents (for the
avoidance of doubt, the Master Servicer or the Special Servicer, as applicable, shall continue to use commercially reasonable
efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor,
even after such fee becomes payable to the Operating Advisor as a Trust Fund expense to the extent such fee is incurred after
the outstanding Certificate Balances of the Control Eligible Certificates have been reduced to zero as a result of the allocation
of Realized Losses to such Certificates). 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: (i) any Non-Serviced Whole Loan or any related REO Property, (ii)
any Servicing Shift Whole Loan or any related REO Property or (iii) with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both an AB Control Appraisal Period and a Control Termination Event; 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 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) requesting a vote to replace
the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed
replacement Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such requesting Holders to the Certificate
Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote. The Certificate Administrator shall promptly provide written notice to all 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 at least 50% 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


 






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notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the
Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder
(but only if no Control Termination Event or Consultation Termination Event has occurred) and the Certificateholders.


 


(l)            
The holders of Certificates representing at least 25% of the Voting Rights affected by any
Operating Advisor Termination Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the
receipt of notice from the Certificate Administrator of the occurrence of such Operating Advisor Termination Event. Upon any such
waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. Upon any such waiver of an Operating Advisor Termination Event by Certificateholders,
the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection
with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)              
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder
shall have the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement
Operating Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will
be deemed to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(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. 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)          
In the event there are no Classes of Certificates outstanding other than the Control Eligible
Certificates and the Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without
payment of any termination fee (other than any


 






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rights
or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification
rights arising out of events occurring prior to such termination). In connection with any termination pursuant to this 
Section 3.26(o), no successor Operating Advisor shall be appointed. Upon receipt of
written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt
notice upon its termination pursuant to this  Section 3.26(o).


 


(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 or particular Certificateholders, and (iv) the Operating Advisor
does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)           
The Operating Advisor shall not 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 Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor 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 Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(s)           
The Operating Advisor shall have the right to resign without cost or expense 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 hereto.  The Operating Advisor shall provide all of the parties to this Agreement and the Directing Certificateholder
thirty (30) days prior written notice of any such resignation pursuant to this Section 3.26(s).  If the Operating
Advisor resigns pursuant to this Section 3.26(s), then no replacement operating advisor shall be appointed.  The
resigning Operating Advisor shall be entitled, and subject, to any rights and obligations that accrued under this Agreement prior
to the date of any such resignation (including accrued and unpaid compensation) and any indemnifications rights arising out of
events occurring prior to such resignation.


 






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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, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


 






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 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 Control Termination Event, or the Operating Advisor, following the occurrence and during the
continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage
Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement)
under the related Intercreditor Agreement.


 


(f)           
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject
to the related Intercreditor Agreement and incorporates by reference all provisions required to be included herein pursuant to
such Intercreditor Agreement.


 


(g)          
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an
“asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the
related Other Pooling and Servicing


 






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Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(h)          
On each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request
for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan),
the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced
Trustee under the related Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt
of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized
on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer
of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items
specified in clauses (x) and (xii) of the definition of Mortgage File for the related Servicing Shift Whole Loan,
to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


Upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the
Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection
with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.








Promptly upon any
change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together with
the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.







 


 Section 3.30      [Reserved].


 


 Section 3.31      [Reserved].


 


 Section 3.32      [Reserved]. 


 


 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


 






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Section 3.13.
When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect
to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33(a) until such party
has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to
this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on 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).


 


(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 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-3A Certificates, the
Class A-3B Certificates, the Class A-4 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates
and the Class X-C 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


 






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Interest Distribution Amount in respect of such Classes of Certificates
for such Distribution Date;


 


(ii)          
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3A Certificates, the
Class A-3B Certificates, the Class A-4 Certificates and the Class A-SB Certificates in reduction of the Certificate Balances thereof:
(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 has been 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 has
been 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 has been reduced
to zero; (4) fourth, to the Holders of the Class A-3A and the Class A-3B Certificates, pro rata, 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 each of
the Class A-3A and the Class A-3B Certificates has been 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 Balances of the Class A-4 Certificates have been reduced to zero; and (6) sixth, 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) and (5) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or
after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 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-3A, Class A-3B, Class A-4 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-3A Certificates, the
Class A-3B Certificates, the Class A-4 Certificates and the Class A-SB Certificates, and pro rata, up to an amount equal
to the unreimbursed Realized Losses previously allocated to such Class, based upon the aggregate unreimbursed Realized Losses
previously allocated to each 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;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 






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(v)           
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 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-3A, Class A-3B, Class A-4 and Class A-SB Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class A-S Certificates has been 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 aggregate
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 has been 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 aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)           eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been
reduced to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates
is reduced to zero;


 


(xii)          twelfth, to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed 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;


 


(xiii)         thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 






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(xiv)         fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates
have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates 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 Certificates, in respect of interest, up to an amount equal to the aggregate
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, the Class B Certificates, the Class
C Certificates and the Class D Certificates have been reduced to zero, to the Holders of the Class E 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, Class B Certificates, Class C Certificates and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)       eighteenth, to the Holders of the Class E 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 Certificates, in respect of interest, up to an amount equal to the aggregate
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, the Class B Certificates, the Class C Certificates,
the Class D Certificates and the Class E Certificates have been reduced to zero, to the Holders of the Class F 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, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates
has been reduced to zero;


 


(xxi)         twenty-first, to the Holders of the Class F 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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(xxii)        twenty-second, to the Holders of the Class NR Certificates in respect of interest, up to an amount equal to the
aggregate 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, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of
the Class NR 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, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class NR Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class NR 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


 


(xxv)        twenty-fifth, 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 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 LA3A, Class LA3B, Class LA4, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates,
(ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates, and (iii) in the case of the


 






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Class LC
and Class LD Uncertificated Interests, the Class X-C 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 has been reduced to zero, such
Class shall not be entitled to any further distributions in respect of interest or principal other than reimbursement of Realized
Losses with interest and other amounts provided for in this Section 4.01.


 


(e)          
(i) On each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if
any, collected in respect of the Mortgage Loans during the related Collection Period will be required to be distributed by the
Certificate Administrator to the Holders of each Class of Regular Certificates (excluding the Class E, Class F and Class NR Certificates)
in the following manner: (1) pro rata, among (x) the YM Group A, (y) the YM Group B and (z) the YM Group C, 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: (A) the holders of each Class of
Principal Balance Certificates in such YM Group shall be entitled to receive on each Distribution Date an amount of Prepayment
Premiums or Yield Maintenance Charges equal to the sum, for all mortgage loan prepayments, of the product of (a) a fraction whose
numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount
of principal distributed to all of the Principal Balance Certificates in that YM Group representing principal payments in respect
of the Mortgage Loans on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such
Class of Principal Balance Certificates, and (c) the Prepayment Premiums or Yield Maintenance Charges collected during the
related Collection Period and allocated to such YM Group and (B) any Prepayment Premiums or Yield Maintenance Charges allocated
to such YM


 






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Group
collected during the related Collection Period remaining after such distributions will be distributed to the Class of Class X
Certificates in 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-3A, Class A-3B, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates,
shall be a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through
Rate on such Class of Certificates, and (ii) the applicable Discount Rate used in accordance with the related Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (B) whose denominator
is the greater of zero and the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage
Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the applicable Discount
Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such
Principal Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less than
zero, (2) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced
Whole Loan, as applicable, and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest
Fraction will equal zero and (3) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan or Serviced Whole Loan, as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then the Base
Interest Fraction will be one (1).


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable
Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield.
If


 






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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 Charge or Prepayment Premium shall be distributed to the Holders of the Class E Certificates, Class
F Certificates, Class NR Certificates or Class R Certificates. After the Certificate Balances of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-4 Certificates, Class A-SB Certificates, Class A-S
Certificates, Class B Certificates, Class C Certificates and Class D Certificates have been reduced to zero, all Yield Maintenance
Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-C 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) and shall distribute such amounts to reimburse
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) up to an amount equal to all Realized Losses, if any, previously deemed allocated
to them and unreimbursed after application of the Available Funds for such Distribution Date pursuant to Section 4.01(a).
Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving
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


 






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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


 


(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


 






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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 NR Certificates from the Excess Interest
Distribution Account. Excess Interest will not be available to pay any other amounts except for distributions on Class NR 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 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


 






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(iv)          to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date in accordance with Section 3.05(g)(v).


 


 Section 4.02      Distribution Date Statements; CREFC® Investor Reporting Packages;
Grant of Power of Attorney. (a)  On each Distribution Date, the Certificate Administrator shall make available pursuant
to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially
in the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator
in the related CREFC® Investor Reporting Package in accordance with CREFC®
guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date Statement”) which
shall include:


 


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


 






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(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 NR Certificates) Excess Interest;


 


(xii)          the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)         the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


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


 


(xv)          the Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such
Distribution Date;


 


(xvi)         the amount of any Appraisal Reduction Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amounts
effected (including, with respect to any Serviced Whole Loan, the amount allocable to the related Mortgage Loan and Serviced Companion
Loan) in connection with such Distribution Date on a loan-by-loan basis and the total Appraisal Reduction Amount, Collateral Deficiency
Amounts and Cumulative Appraisal Reduction Amounts effected in connection with such Distribution


 






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Date, together with 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;


 


(xvii)        the current Controlling Class;


 


(xviii)       the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)          a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


 


(xxi)         all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance
Date;


 


(xxii)        in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)       the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Loss;


 


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


 


(xxv)        with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution 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


 






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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; and


 


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


 


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


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website.


 


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.


 






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Upon receipt of an Asset Review
Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (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 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(c), 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


 



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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 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


 



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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).


 


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.


 


(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) other


 



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than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan) and any REO Loan (other than
any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close of
business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the Master
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 Non-Serviced Mortgage Loan, the Master Servicer will be required to make
its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer)
that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed P&I
Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any
determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case
may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer or
Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may,
based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related
Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For
the avoidance of doubt, the Master Servicer or the Trustee, as the case may be, shall have the sole


 



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discretion provided in this
Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable
Advance.


 


(d)          In connection with the
recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master Servicer shall be
entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then on deposit in the
Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related thereto), except
to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;
provided, however, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until
after the related Due Date has passed or (ii) if the related Periodic Payment is received after the Determination Date but on or
prior to the related Master Servicer Remittance Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case
may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible
after funds available for such purpose are deposited in the Collection Account.


 


(e)          Notwithstanding the foregoing,
(i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges, Default Interest,
late payment charges, Prepayment Premiums, Balloon Payments or any P&I Advance with respect to any Companion Loan or with respect
to any cure payment payable by the holder of the AB Whole Loan Controlling Holder and (ii) if an Appraisal Reduction Amount has
been made with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been
made in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount) then
in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan
for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such
Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date,
net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction
Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of
such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic
Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution
Date.


 


(f)           In no event shall either
the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section
4.04     Allocation of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be
made on such date pursuant to Section 4.01, the 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


 



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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) expected to be outstanding immediately following such
Distribution 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 Certificates, second, to the Class F Certificates, third, to the Class
E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class
B Certificates, seventh, to the Class A-S Certificates and then, pro rata (based on their respective Certificate
Balances), to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4 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].


 


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


 



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the Senior Certificates and the Class R 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 Certificates, second, to the Class F Certificates,
third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C
Certificates, sixth, to the Class B Certificates, and finally, to the Class A-S Certificates).


 


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. None of the Special Servicer, the Operating Advisor, the Trustee 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. None of
the Special Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining the
Controlling Class and whether a Control Termination Event has occurred and is continuing, Appraisal Reduction Amounts allocated
to a 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, 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 notify
the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction Amount, any Collateral Deficiency


 



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Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced
Whole Loan (which notification may be satisfied through delivery of such information included in the CREFC® Loan
Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor
Reporting Package). Based on information in its possession, the Certificate Administrator shall determine from time to time which
Class of Certificates is the Controlling Class. The Certificate Administrator shall provide notice of the identity of the Controlling
Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as
applicable, calculated for purposes of determining (i) the Voting Rights of the related Classes for purposes of removing the Special
Servicer or (ii) the Controlling Class, the appraised value of the related Mortgaged Property will be determined on an “as-is”
basis.


 


(b)          (i) The Holders of the
majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer
be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction Amount
or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has
occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
The Special Servicer shall use its reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days
from receipt of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)          Upon receipt
of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance with the
Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount is warranted, and if so warranted shall direct the Master Servicer to, and the Master Servicer
shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental appraisal.
If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out
Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation
of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of an Appraised-Out Class requesting
any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or
similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period
beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i)
above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount is warranted or (B) the Master Servicer recalculates the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights
of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Control Eligible Certificates,
if any.


 



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(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), the Master Servicer shall determine or redetermine,
as applicable, and report to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Amount Template format; provided, however, that the Master Servicer shall not be liable
for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient
information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations
hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is
a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to
the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder
of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan). If the Master Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount,
such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer
shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect
to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the
extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property


 



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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 calculate or recalculate any Appraisal Reduction Amount.


 


(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 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
“grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be
interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class NR 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 or Form 1099 or such other form as may be applicable with the Internal Revenue
Service with copies of the statements in the


 



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following clause and (B) furnish, or cause to be furnished, to the Holders of
the Class NR 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 is the only “middleman” as defined by the
WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of
this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is
incorrect.


 


(c)          The Certificate Administrator
shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations specifically require
a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder uses
the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing 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 NR 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 NR 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 NR 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


 



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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:
REAM_InvestorRelations@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the
Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to
the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating 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


 



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and the Operating Advisor shall not answer an Inquiry if it
determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the
Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan
documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs or
expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as
applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry
is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the
Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.”
Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be
answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters,
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or
any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such
party shall have any responsibility or liability for the content of any such information. The Certificate Administrator shall
not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not 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.


 



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(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: RAInvRequests@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry
from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer
such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider
shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with
the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any
reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page accessible
by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Master Servicer or the Special
Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable
law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is
reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or
(iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard
(or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs
and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or 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


 



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any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a)           The Certificate Administrator shall create a Secure Data Room
and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120
days following the Closing Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the
Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the
Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure
Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations
Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative
Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit
RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the
Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure
Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or
information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the
Depositor.


 


(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


 



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the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction,
the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination
of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure
Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits
A-1 through and including A-24, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may,
consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less
than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A
Certificates, Class X-B Certificates and Class X-C Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates (other than the Class X-C 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 Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(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.


 



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Section
5.02    Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification
under applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to
BlackRock Realty Advisors, Inc., as agent for its managed accounts) is to be made in reliance upon an exemption from the
Securities Act, and under the applicable state securities laws, then either:


 


(a)          Each Class of the Non-Registered
Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation
S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S
Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf
of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the
offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S
Book-Entry Certificate may be held only through Euroclear or Clearstream. After 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.


 



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(b)          Certificates of each Class
of Non-Registered Certificates 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 (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such
investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates
to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall only be in the form of
Definitive Certificates.


 


(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


 



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distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


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 and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the
Certificateholders.


 


(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


 



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Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


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


 



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rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear
or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be
credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding
the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in
the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with such
decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the 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


 



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certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement
and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation
S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and
shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate
and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry Certificate
to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate) 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),
no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry


 



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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)           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.


 


(j)           Restricted Period.
Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests in the
Temporary Regulation S 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.


 


(k)          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.


 


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


 


(m)         With respect to the ERISA
Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to the Initial Purchasers)
of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other
than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections
I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not


 



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result in
a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a person not described in clauses
(A) or (B) above, is presented for registration in the name of a purchaser or transferee that is any of the foregoing,
an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the
effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a
non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation
of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement.
The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted
Certificate unless the Trustee and Certificate Administrator have received either the representation letter described in clause
(i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner
of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A) or (i)(B)
above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in
a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of
this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 


(n)          No Class R Certificate
may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or any person acting on
behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R Certificate shall deliver to the transferor
and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective
transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in
violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


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


 


(i)           Each Person
acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual
Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the


 



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first
sentence of this Section 5.03(n) 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(n) and (y) other than in connection
with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form
attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge
that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements therein are false.


 


(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


 



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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.


 


(o)          The Class R Certificates
may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          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.


 


Section
5.04    Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by
it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust.
In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require
the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required


 



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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 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 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


 



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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.


 


(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].


 



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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 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.


 



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(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 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;


 



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


 


(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; and


 


(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.


 


(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 national banking association, duly organized, validly existing and in good standing under the laws of the United
States, 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;


 



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(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 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


 



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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;


 


(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;


 



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(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;
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 Operating Advisor of, or compliance by the Operating Advisor with, this Agreement or the consummation
of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or
order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under
this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to
perform its obligations hereunder.


 


(d)          The Asset Representations
Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the
Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


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


 


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


 


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


 



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


 


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


 


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


 


(vii)        The Asset
Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No consent,
approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution,
delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with, this
Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except
for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by
the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         The Asset Representations
Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The representations and
warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement. Upon receipt
of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and
adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall
give


 



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prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02   Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations specifically
imposed upon and undertaken by, and no implied duties or obligations may be asserted against, the Depositor, the Master
Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section
6.03    Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the
laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do
business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its
respective duties under this Agreement.


 


(b)          The Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of
its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person,
in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the
successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer
(such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if the Master Servicer, the Special Servicer or the Operating Advisor
enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving


 



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entity
under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result
of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with
respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as
the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject
to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor notifies
the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in
form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger,
consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the
Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate,
the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Section 13.01.


 


(i)           The Asset Representations
Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization,
and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


(ii)          Any Person
into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation
to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations
Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the
liabilities and


 



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obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,
that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.04     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the
partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach
of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of negligent
disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any
partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with any legal or administrative action (whether in
equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans 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


 



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certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in
electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith
believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or
parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be
full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel.


 


(b)          None of the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the
Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative action
(whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement
or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided, however,
that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in
the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective
whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided, however,
that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities
will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement
and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole
Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any
subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts
advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of such action, proceeding,
hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the
Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or
the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof), as provided by
Section 3.05(a)(xii).


 


(c)          Each of the Master Servicer
and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced Companion Noteholder,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer (including in its
capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the Master Servicer)
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and


 



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expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the
Master Servicer or the Special Servicer, as applicable. The Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)          Each of the Trustee and
the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator (in the case
of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations Reviewer
and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate
Administrator, respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such
claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights any
of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate
Administrator’s defense of such claim is materially prejudiced thereby.


 



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(e)          The Depositor agrees to
indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder,
member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim
is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel
reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent) or the Special Servicer) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense
of such claim is materially prejudiced thereby.


 


(f)           The Operating Advisor
agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee,
the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director, officer,
shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that
any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify
the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust
to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Operating Advisor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 



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(g)          Neither the Operating
Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees or agents of
the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


 


(h)          The Asset Representations
Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner, director, officer,
shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that
any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations
Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Asset
Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately
notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such
claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any
of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s
defense of such claim is materially prejudiced thereby.


 


(i)           The applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Operating Advisor, Non-Serviced
Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors,
officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced Trust (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced
Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with the provision of services for
such Non-Serviced Mortgage Loan) under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-


 



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Serviced Trust is
required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the
terms of the related Non-Serviced PSA and , in the case of the applicable Non-Serviced Trust, to the extent of any additional
trust fund expenses with respect to the related Non-Serviced Whole Loan under the related Non-Serviced PSA).


 


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 upon (a) determination that such party’s duties hereunder are no longer
permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of,
and the acceptance of such appointment by, a successor master servicer or special servicer, as applicable, and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25). Any such determination permitting the resignation of the Master Servicer or
the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the
resigning party) to such effect delivered to the Trustee and (prior to the occurrence 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


 



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obligations of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special
Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section
6.07     The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer
or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with
respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”)
the same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section
6.08     The Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan for which the
related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no
Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Specially Serviced Loans other than any Excluded Loan or Servicing Shift Mortgage Loan,
(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 for which the Master Servicer must obtain the consent or deemed consent of the Special
Servicer, and (3) the Special Servicer with respect to all Mortgage Loans other than any Excluded Loan, for which an
extension of maturity is being considered by the Special Servicer or by the Master Servicer subject to consent or deemed
consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as set forth in, and in any
event subject to the second and third paragraphs of this Section 6.08, (i) the Master Servicer, shall not be permitted
to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal
Period, any “major decision” (as defined in the related Intercreditor Agreement) unless the consent of the 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 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 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 within ten (10) Business Days (or thirty (30) days with respect to clause
(x) below) after receipt of the written recommendation and analysis (provided that if such written objection has
not been received by the Special Servicer within such ten (10) Business Day (or thirty (30) day) period, then the Directing
Certificateholder will be deemed to have approved such action):


 



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(i)            any proposed
or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties
securing such of the Mortgage Loans (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 a monetary term or material non-monetary term (including, without limitation, the timing
of payments and acceptance of discounted payoffs but excluding waiver of Default Interest or late payment charges) of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of any Mortgage Loan;


 


(iii)          any sale of
a Defaulted Loan (other than a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with this
Pooling and Servicing Agreement) and any related defaulted Companion Loan, or any REO Property (other than in connection with the
termination of the Trust) 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
any 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 a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property or interests
in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be
effected without the consent of the lender under the related loan agreement;


 


(vii)         any property
management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000) or franchise
changes with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced


 



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Whole Loan for which the lender
is required to consent or approve under the Mortgage Loan documents;


 


(viii)        releases
of any amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows (or reserves) or earn-out
escrows (or reserves) including, without limitation, with respect to certain Mortgage Loans identified on Schedule 3 hereto,
other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or a Serviced Whole Loan and for which there is no lender discretion;


 


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


 


(x)           any determination
of an Acceptable Insurance Default;


 


(xi)          any exercise
of a material remedy with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan following
a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents;


 


(xii)         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 to the Mortgage Loan; and


 


(xiii)        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, 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 Special
Servicer or Master Servicer, as applicable 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 Master Servicer, as applicable, provides
the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action


 



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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 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 Non-Serviced Mortgage
Loan or Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior to
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) 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. In addition, after a Control Termination
Event, the Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision
(and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from
the Operating Advisor within ten (10) days following the later of (i) its written request for input on any required consultation
and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter
of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter;
provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve
the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable
Mortgage Loan or any other Mortgage Loan. 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 the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section
6.08 for consulting with the Operating Advisor.


 


In addition, with respect to
any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph 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


 



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(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.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. 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.


 



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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 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 any one of the following events:


 



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(i)            (A) any failure
by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or remit to the
Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit or
remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any
Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York
City time) on the relevant Distribution Date; or


 


(ii)           any failure
by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to be made
or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any amount
required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
or


 


(iii)          any failure
on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other
covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A) with respect
to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case of
the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium
for any property insurance policy required to be maintained) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other
party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this
Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all Voting Rights or,
solely as it relates to the servicing of a Serviced Whole Loan, if affected by that failure, by the holder of the related Serviced
Pari Passu Companion Loan; provided, however, if such failure is capable of being cured and the Master Servicer or
Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting; or


 


(iv)          any breach
on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of 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


 



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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 KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty
(60) days of such event) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with
the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(ix)          the Master
Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch and such
Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


 


(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 more than
25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by


 



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notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion
Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement for services rendered
and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise provided in
this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with
respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without
limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it
to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as
the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without
limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is
the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special Servicer each
shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special
Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and
it and its Affiliates and the 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.


 



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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, 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.


 



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After the occurrence and during
the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional expenses
of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each
Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator
shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all Certificates in such regard, which
requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and if not so
received, such votes shall be null and void ab initio. Upon the written direction of Holders of Certificates evidencing
at least 50% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the
Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special
Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement
a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii)
register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to 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 (with respect to the 787 Seventh Avenue Mortgage Loan, only to the extent such servicer termination
event does not affect the portion of


 



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the related Whole Loan included in the COMM 2016-787S securitization), 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.


 


Following the occurrence of a
Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required
hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee
and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached
hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional
information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further,
that in no event shall the information or any other content included in such written recommendation contravene any provision of
this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its 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 the aggregate Voting Rights
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances
of such Certificates pursuant to Section 4.05 hereof) of all Principal Balance Certificates on an aggregate basis and (ii)
receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator 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 a successor special servicer approved by the Certificateholders 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 Trustee does not receive at least a majority of the requested votes, 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


 



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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.


 


No penalty or fee shall be payable
to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of any such
termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


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


 


(e)           The Master Servicer and
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)           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 select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if at
any time the applicable Excluded Special Servicer Loan is also an


 



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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 Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment
would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and the equivalent
from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, (ii) the related Excluded Special
Servicer 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; provided, however, that the related Excluded
Special Servicer will not be required to resign if the Directing Certificateholder determines that such Excluded Special Servicer
may continue to serve as special servicer for the applicable 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


 



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provided in this Section
7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or
provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section
6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and
provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by the
terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, 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 more than 50% 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


 



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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) by the
Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee 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


 



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Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed to have notice of the occurrence
of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall transmit by mail to the Depositor
and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion Noteholder) notice of such
occurrence, unless such default shall have been cured.


 


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


 



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Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


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


 


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


 



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Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator
and conforming to the requirements of this Agreement;


 


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


 


(iii)         Neither the
Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the
Voting Rights entitled to direct the Trustee and/or Certificate Administrator pursuant to the terms of this Agreement, 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,


 



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unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)         Neither the
Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          Prior to the
occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have occurred,
neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights;
provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator of
the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee
or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may require indemnity
reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to taking any such
action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The Trustee
or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further, that
the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that
is a Prohibited Party;


 


(vii)        For all purposes
under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any Servicer Termination
Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon the occurrence of which
the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the Trustee or the Certificate
Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act, failure or breach which
is in fact such a default is received by the Trustee or the


 



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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;


 


(xii)         Nothing herein
shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)       Nothing herein
shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and
protections relative to the Trust.


 


Each of the Trustee and the Certificate
Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee and
Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as
Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the
Certificate Administrator in Sections  2.02 and 2.04 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of


 



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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 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.


 



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(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)          The Certificate Administrator
shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor,
any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in
its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
information available to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad
faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any
other capacity in which the Certificate Administrator is required to make information available to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


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


 



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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 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 and “A-” by Fitch,
(b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s and “F1”
by Fitch and (c) the Master Servicer maintains a rating of at least “A2” by Moody’s and “A+”
by Fitch, or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation
and (iv) an entity that is not a Prohibited Party.


 


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus
of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator
administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions
or a grantor trust), the Certificate Administrator or the Trustee, as applicable, shall elect either to (i) resign immediately
in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs and/or the Grantor Trust, as applicable, from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving 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


 



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Depositor. The resigning Trustee or Certificate Administrator, as the case may be, must pay
all costs and expenses associated with the transfer of its responsibilities. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction
for the appointment of a successor trustee or certificate administrator, as applicable, and any expenses associated with such
petition shall be an expense of the Trust.


 


(b)          If at any time the Trustee
or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 (and in the case
of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by the Depositor
or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the
Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform
its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days,
or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer
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.


 


(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.


 



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(d)          Any resignation or removal
of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator pursuant to any
of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee
or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan.


 


If the same party is acting as
Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or
Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate
Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in
each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of the Trustee
or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses
incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable
for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
(a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent that the original
executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation or warranty,
express or implied, to the order of the successor, as trustee for the registered Holders of JPMDB Commercial Mortgage Securities
Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 or in blank, and (ii) in the case of the other assignable
Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign such Mortgage
Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and
assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee,
as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage
Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for
the registered Holders of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series
2016-C2 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


 






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cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned
to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note
the same in such certification.


 


(f)           Neither the Asset Representations
Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08     Successor
Trustee or Certificate Administrator. (a) Any successor trustee
or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor,
the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall
become effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage
Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf
by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor,
the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


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


 


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


 


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


 






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successor person shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special
Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located or for enforcement actions or where a conflict of interest exists, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or
in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees shall be payable
out of the Trust Fund.


 


(b)        In the case of any appointment
of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be
performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.


 


(c)        Any notice, request or
other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this 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.


 






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(d)          Any separate trustee or
co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)          The appointment of a co-trustee
or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.


 


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a
portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care
as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by
the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any
Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for
Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


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


 


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


 


(ii)          The execution
and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee,
will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach 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;


 






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(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; and


 


(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.


 


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.


 






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


 


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


 


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


 


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


 


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


 


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


 






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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 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.


 


Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to
the funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as applicable. Accordingly, each of the parties to this Agreement
agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its
respective reasonable request from time to time such identifying information and documentation as may be available for such
party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply
with Applicable Laws.


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section
9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the
Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make payments to
Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, 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


 






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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-3A, Class A-3B, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D Certificates are no longer
outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R
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-3A, Class A-3B, Class A-4, 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)), 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) 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) 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 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


 






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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 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.


 


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 (or, in the case of clause (ii) below, less than or
equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement
or (ii) if the Mortgage Loan identified as “21st Century SS Monterey” on the Mortgage Loan Schedule is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance
of such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement, by (B) the aggregate Cut-off Date Balance of the Mortgage Loans as set
forth in the Preliminary Statement and (y) the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary
Statement; provided, however, that this termination right shall not be exercisable at the at the percentage threshold
specified in clause (ii) above prior to the Distribution Date in May 2026. 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


 






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the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall
deposit in the Lower-Tier REMIC Distribution Account not later than the Master Servicer Remittance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the
Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such Master Servicer Remittance Date from
the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in
the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments
have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the
Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this Section
9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and
Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes
of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act
on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


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


 






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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 NR Certificates so presented, any amounts remaining
on deposit in the Excess Interest Distribution Account, (iii) any remaining amounts of Prepayment Premiums and Yield Maintenance
Charges distributable to the Holders of the Class X-C Certificates pursuant to Section 4.01(e), and (iv) 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), 4.01(e) 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:


 


(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]


 






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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 (exclusive of the portion of the Class NR
Certificates representing an interest in the Grantor Trust) 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 REMIC and shall represent
each such REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority
with respect thereto. The legal expenses, including without limitation attorneys’ or accountants’ fees, and costs of
any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the Certificate Administrator shall
be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties on deposit in the
Collection Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred by reason of the Certificate
Administrator’s willful misconduct, bad faith or negligence. The Holder of the largest Percentage Interest of the Class R
Certificates shall be designated, in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC. By their acceptance thereof, (i) the Holders
of the Class R Certificates hereby agree to the irrevocable designation of the Certificate Administrator as the “representative”
of each Trust REMIC within the meaning of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs,
and (ii) the Holder of the largest Percentage Interest of the Class R Certificates hereby agrees to irrevocably appoint the Certificate
Administrator as its agent to perform all of the duties of the “tax matters person” for the Trust REMICs.


 


(d)          The Certificate Administrator
shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it determines are required
with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely sign) such
Tax Returns in a timely manner. The ordinary expenses of preparing


 



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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 on Form 8811, within thirty (30) days after the Closing
Date, the name, title, address and telephone number of the “tax matters person” who will serve as the representative
of each of the Trust REMICs created hereunder.


 


(f)          The Certificate Administrator
shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate Administrator’s
control and the scope of its duties more specifically set forth herein as shall be necessary to maintain the status of each Trust
REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the extent reasonably
requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly or intentionally
take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within
its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon
any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the
tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC Event”) unless
the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest of
the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the Certificate Administrator
or the Trustee) to the effect that the contemplated action will not, with respect to the Trust or any Trust REMIC created hereunder,
cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust
against such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “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.


 






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(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 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.


 






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(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 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.


 






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Section
10.03     Depositor, Master Servicer and Special Servicer to Cooperate with Certificate
Administrator. (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10)
days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the
Certificates.


 


(b)          The Master Servicer and
the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice and during normal
business hours, access to such books and records maintained thereby, as may relate to the Certificates or the Trust and as shall
be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04     Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one
or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the functions
set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute and
deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with
the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and
omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be
organized and doing business under the laws of the United States of America or of any State and be subject to supervision or examination
by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator,
the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


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


 


(c)          Any REMIC Administrator
may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Trustee, the Certificate
Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor. The Certificate Administrator
may at any time terminate the agency of any REMIC Administrator by giving written notice of termination to such REMIC Administrator,
the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation or upon such a 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


 






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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 with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions
other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff,
and agree to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the
basis of such evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series
2016-C2, 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, as applicable, to deliver or make available
to the Depositor or the Certificate Administrator (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 to permit the Depositor 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, reasonably believed by the 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 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


 






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shall not be required to bring any legal action against
such third party in connection with such obligation.


 


Section 11.02     Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and Special Servicer or to any Sub-Servicer (but
only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer or
sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or such Sub-Servicer may
be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special Servicer or to any
such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall provide to the Depositor,
the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar days prior to the
effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice
to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act); provided, however that if disclosing such information prior to such effective date
would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or any Additional Servicer,
as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective date
of such succession or appointment.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, 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 a written description (in form and substance satisfactory to the Depositor or such Mortgage
Loan Seller, 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 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


 






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Section 11.11, in each case, as and when required
to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any
of its obligations hereunder.


 


(c)          Notwithstanding the foregoing,
if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of any of its duties
under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


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


 






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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 and 10-K required by the Exchange Act, in order to permit the timely filing
thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and
Retrieval (“EDGAR”) system) such Forms executed by the Depositor.


 


Each party hereto shall be entitled
to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit
enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or
any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In the event that the
Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D 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 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 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 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 or Form 10-K/A. Any Form 15, Form
12b-25 or any amendment to Form 8-K, Form 10-D 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 or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections  11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K,
Form 10-D 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 Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.04     Form 10-D 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 


 






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Exchange Act, in
form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of
the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the
following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust is subject
to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after
the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to
provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy
to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual
knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided that
information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB shall
be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on
Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by
facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall have any
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under
this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
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


 






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Account and the Interest Reserve Account, in
each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage
Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information
as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the registrant
to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than the
5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or
the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt
or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio
calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV
Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D for each
reporting period: Name: Kunal Singh, Telephone: (212) 834-6029. 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





 






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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, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review no later than
ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related Distribution Date is
not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of such copy, 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, a duly authorized
officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (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, in which
case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed
on time or if a previously filed Form 10-D 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 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 11.04(b) related to the timely preparation and filing of Form 10-D is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.04(b). 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, 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, not resulting from its own negligence, bad faith or willful misconduct.


 


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 2017, 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


 






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extent they have been delivered to
the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)    
      an annual compliance statement for the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian and each Additional Servicer, as described under Section 11.09,
including disclosure regarding any material instance of noncompliance and the nature and status thereof;


 


(ii)          (A)          the annual
reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.10; and


 


(B)          if any such
report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance involved
the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance
of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10 is
not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is
not included;


 


(iii)         (A)         the registered
public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized by the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee, as described under Section
11.11; and


 


(B)          if any registered
public accounting firm attestation report described under Section 11.11 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not
included as an exhibit to such Form 10-K, 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


 






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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
2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the registrant
to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than March
1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After preparing the Form
10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review no later than
six (6) Business 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,


 






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32nd Floor, New York, New York
10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing
Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance
of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on a timely
basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any
such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)          Upon written request from
any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator shall confirm to such Mortgage
Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this Agreement has changed since
the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


Section
11.06     Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley
Certification in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act.
For so long as the Trust 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 shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special
Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable efforts to cause such Initial
Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a
servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to the
Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), on or before March 1st of
each year commencing in March 2017, 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, the
entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification 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


 






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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 the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization   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 Person, the entity for which the Person acts as an officer (if the Person is an individual),
and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the
Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if
applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each
such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section
11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or
any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall
provide a certification to the Certifying Person pursuant to this Section 11.06 with respect to the period of time it
was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each such
Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator 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


 






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Event”), and if requested by the
Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


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


 






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Managing Director and Secretary, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy
to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New
York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


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


 


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


 






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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 and 8-K as
required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations
under this Article XI shall recommence.


 


Section
11.09     Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer to and (ii) with respect to each other Additional Servicer that is also a Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional
Servicer to), on or before March 1st of each year commencing in March 2017, 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 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


 






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Certificate and, if applicable, consult with the Certifying
Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the
Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of
the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or
primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section
11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable
period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is
required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause
the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the
Depositor that a report on Form 10-K is not required to be filed in respect of the Trust 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 2017, 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


 






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Relevant Servicing Criteria, (B) a statement that such Reporting Servicer
used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such
report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator
and the Reporting Servicer.


 


Each such report shall be addressed
to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each
Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to
it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee 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 that a report on Form 10-K
is not required to be filed in respect of the Trust 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


 






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Servicing
Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such notice (except to a
Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, shall also at such time include the assessment
(and related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.


 


In the event the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other Additional
Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an
annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section 11.11
with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator was subject to 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 or Consultation
Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator shall deliver
such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


Section
11.11     Annual Independent Public Accountants’ Attestation Report. On or before March
1st of each year commencing in March 2017, 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


 






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Directing Certificateholder, and, promptly, but not earlier
than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies,
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria
applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event
that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with
Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available
for general use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the
Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt of such
report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
or any 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


 






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Administrator, as the case may be, of its obligations under this Article
XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any
other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any
of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c), 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 as necessary for the Depositor 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 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 under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing
of such report, the 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 response to the Commission or its staff, unless such Affected Reporting Party
elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed),


 






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to directly communicate
with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
however, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master
Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such
election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor on all correspondence
with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the 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 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 (including reasonable
legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than those costs and expenses
required to be at the Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission
or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor. 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


 






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which it has entered into
a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13     Amendments. This Article XI may be amended with the written consent of the
parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards
developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections
3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section
11.14     Regulation AB Notices. Any notice, report or certificate required to be delivered
by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article
XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York
10179, Attention: Kunal Singh, telecopy number: (212) 834-6029, telephone number: (212) 834-5491 and email:
kunal.k.singh@jpmorgan.com, with a copy to Bianca Russo, Managing Director and Associate General Counsel, J.P. Morgan Chase
Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917)
464-6116, telephone number: (212) 648-0946 and email: russo_bianca@jpmorgan.com.


 


Section
11.15     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu
Companion Loans. (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer
appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan
Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably
cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a
securitization that is required to comply with Regulation AB (a “Regulation AB Companion


 






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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). Notwithstanding the foregoing, to the
extent that the information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special
Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization
is substantially and materially similar to the information provided by such party with respect to the offering materials
related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the
interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any
indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in
connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification
agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations
otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted
transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than ten (10) Business Days) of
the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable
out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing
the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each of the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such parties (which request or notice may be given once at the closing of such Regulation
AB Companion


 






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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
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
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 2017 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 2017 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 and Special
Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together with
notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion Loan,
to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor or Special Servicer,
beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements
of such “significant obligor” for any calendar year, beginning for the calendar year following such notice from the
Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two
(2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12)
or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as calculated
by the Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less
than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17)
Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of
the “significant obligor”, together with the net operating income of such “significant obligor” for the
applicable period as reported by the related Mortgagor in such financial statements.


 






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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.


 


Section
11.16     Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there
is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date
(“Significant Obligor”) related to the Trust.


 


Section
11.17     Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor
the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition
thereof prior to the expiration of the Grace Period applicable to such party’s obligations under Article XI as
provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
during any Grace Period provided for in this Article XI; provided that if any such party fails to comply with
the delivery requirements of this Article XI by the expiration of any applicable Grace Period such failure shall
constitute a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer
Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period
applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor
shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required under
this Article XI by the time required hereunder with respect to any reporting period for which the Trust is not
required to file Exchange Act reports.


 


[End of Article XI]


 






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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 an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent
Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and,
if there is an occurrence of any of the clauses (1), (2) and/or (3), deliver written notice of such information
(which may be via email) substantially in the form attached hereto as Exhibit SS within two (2) Business Days to the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders evidencing
not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90)
days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote
to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt of
the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
and 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


 






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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 Non-Specially Serviced Loans),
the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially Serviced Loans) and the
Special Servicer (with respect to 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 the following materials to the Asset Representations Reviewer (collectively,
with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this
Agreement posted to the Secure Data Room by the Certificate Administrator pursuant to Section 4.08 or to the Certificate
Administrator’s Website pursuant to Section 3.13(b), as applicable, the “Review Materials”):


 


(1)          a copy of an
assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


 


(2)          a copy of an
assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           a copy of the
assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered
pursuant to items (1) or (2) above;


 


(4)          a copy of all
filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent Loan
that is subject to an Asset Review;


 






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(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 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


 






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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-A and Exhibit QQ-B hereto, as applicable (each such procedure,
a “Test”).


 


(v)          The Asset Representations
Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable, Unsolicited
Information.


 


(vi)         The Asset Representations
Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume, without independent investigation or
verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively rely on such Review
Materials.


 


(vii)        The Asset
Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty (40) Business Days
after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator;
provided that the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the
Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan. In the event
that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing
documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession or by the related Mortgage
Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer as described in Section
12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth
the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a
Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed to be a failure
of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer or the Special Servicer,
as applicable, and the related Mortgage Loan Seller. The Special Servicer, if applicable, may review such preliminary report and
determine whether any information contained in such preliminary report shall be labeled as “Privileged Information”
and thus be excluded from the Asset Review Report and Asset Review Report Summary. If the preliminary report indicates that any
of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90)
days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents provided or explanations
given to support the Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or that any
missing documents in the Review Materials are not required to complete a Test shall be promptly delivered by the related Mortgage
Loan Seller to the Asset Representations Reviewer.


 






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(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 “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


  






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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.


 


(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 0.00091% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (excluding (i) any Non-Serviced Mortgage Loan, (ii) the
One Harbor Point Square Whole Loan and (iii) 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


 






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payment to the Asset Representations Reviewer shall not be greater
than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review Fee”). With respect
to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap” shall equal the sum of: (i)
$9,500 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an Asset Review (the “Subject
Loans”), plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per
Subject Loan, plus (iii) $1,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per
Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement,
subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer Price
Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated,
taking into account the Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All
Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review.


 


(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 


 






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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 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 resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to
this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. 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
reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04     Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any
investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section 12.05     Termination
of the Asset Representations Reviewer.


 


(a)          An “Asset Representations
Reviewer Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body:


 






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(i)           any failure
by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates
having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


 


(ii)          any failure
by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any failure
by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)          the Asset Representations
Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the Asset Representations
Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall 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


 






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Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset
Representations Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the
right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of
events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations
Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection
with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary,
the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon (i) the written direction
of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal
Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset
representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer by
mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance with the notice distribution
procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates evidencing 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 the event that holders of the certificates entitled to at least 75% of the Voting Rights 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


 






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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.


 


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 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
13.01Amendment. (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;


 






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(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 Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or Companion Holder;


 


(v)          to modify, eliminate
or add to the provisions of Section 5.03(n) 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 Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25); provided that


 






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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 commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)          to modify the
procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall
not adversely affect in any material respects the interests of any Certificateholders, 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; or


 


(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).


 


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


 


(b)          This Agreement may also
be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class affected by such
amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or


 






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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 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 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).


 






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(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 Mortgagors, 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 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


 






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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.


 


(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


 






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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
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


 






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CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND
(IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05     Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile
transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for
notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed
to have been duly given only when received), to:


 


In the case of the Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: kunal.k.singh@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com


 


In the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C2 Asset Manager

Telecopy Number: (704) 715-0036


 






    -419-


     

    




 


			with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMDB 2016-C2



 


			with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190



 


In the case of the Special Servicer:



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


 


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 Directing Certificateholder:



BlackRock Realty Advisors, Inc., as agent for its managed accounts

40 East 52nd Street

New York, NY 10022

Attention: Paul Horowitz

Telecopy number: (212) 810-8758

Email: paul.horowitz@blackrock.com


 






    -420-


     

    




 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMDB 2016-C2


 


with a copy to:


 


			Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com



 


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)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


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 Operating Advisor
and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


 


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


 






    -421-


     

    




 


In the case of the Mortgage Loan Sellers:


 


		(i)	JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Tom Cassino

E-mail: thomas.cassino@jpmorgan.com



 


		(ii)	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine Kaplan



 


with a copy to:




 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Anna Glick, Esq.

Email: anna.glick@cwt.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.


 






    -422-


     

    




 


Any notices to the Rating Agencies shall
be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

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


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


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 Depositor’s right, title and interest in and
to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties
to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest
in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation,
the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date),
all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the
Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s
right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans
and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed,
as a precautionary filing, a UCC Financing Statements in all appropriate locations promptly following the initial issuance of
the Certificates


 






    -423-


     

    




 


to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the Trustee) and by the Depositor
to the Trustee (copies of which shall be delivered no later than ten (10) days following the Closing Date), and the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable) but in no event at the expense of the Trust, prepare
and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.


 


Section 13.08     Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders,
subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an intended
third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)         Each Serviced Companion
Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder. Each of the Other
Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein expressly
relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions regarding
reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)         Each of the applicable
Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust holding a related
Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as specifically provided
for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(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:


 






    -424-


     

    




 


(i)           any material
change or amendment to this Agreement;


 


(ii)          the occurrence
of a Servicer Termination Event that has not been cured;


 


(iii)         the resignation
or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special Servicer;
and


 


(iv)         the repurchase
or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement.


 


(b)          The Master Servicer shall
use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), with respect to each of the following of which it has actual knowledge:


 


(i)           the resignation
or removal of the Trustee or the Certificate Administrator;


 


(ii)          any change
in the location of the Collection Account;


 


(iii)         any event
that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any change
in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)          any additional
lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage Loan with
a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then aggregate outstanding
principal balances of the Mortgage Loans and (2) $ 35,000,000;


 


(vi)         any material
damage to any Mortgaged Property;


 


(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


 






    -425-


     

    




 


Servicer, can reasonably
provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information or
violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to
provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify
the Master Servicer or Special Servicer when such information, report, notice or document has been posted. The Master
Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or
document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided
to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






    -426-


     

    




 


IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of
the day and year first above written.


	 	 	 
	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP., Depositor
	 	 	 
		By:	/s/ Bradley J. Horn 
 
 
	 	 	Name: Bradley J. Horn 
	 	 	Title:   Executive Director 
	 	 	 
	 	Wells
Fargo Bank, National Association,
	 	Master Servicer
	 	 	 
		By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden 
	 	 	Title:   Director 
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

Special Servicer
	 	 	 
	 	By:
	/s/ David D. Spotts 
	 	 	Name: David D. Spotts 
 
	 	 	Title:   Senior Vice President
	 	 	 
	 	Wells
Fargo bank, national association,

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross

Title:   Vice President 



 






     


     

    

 


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers 
	 	 	Name: Beverly D. Capers

Title:   Assistant 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



 






     


     

    

 








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


On the
9  day of May, 2016, before me, a notary public in and for said State, personally appeared Brad J. Horn known to me to be
a ED of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within instrument, and also known to me to
be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within
instrument.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal the day and year in this certificate first above written.


	 	/s/ Michael A. Cuomo
	 	Notary Public
	 	MICHAEL A. CUOMO

Notary Public, State of New York

Qualified in New York County

No. 02CU6268078

My Commission Expires August 27, 2016
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


JPMDB 2016-C2
- Pooling and Servicing Agreement



     

     

    

 


	STATE OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 


On this  9 day of
May, 2016, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a   Director of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 


	 	 
	 	/s/ ERICA L. SMITH
	 	Notary 

Name:
	 	 
	My commission expires:	
        ERICA L. SMITH

        NOTARY PUBLIC

        Gaston County

        North Carolina

        My Commission Expires 7/15/2017

	 	 


 


JPMDB 2016-C2 - Pooling and Servicing
Agreement



     

     

    




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


On the 6th
day of May, 2016, before me, a notary public in and for said State, personally appeared David D. Spotts 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
national banking association executed the within instrument.


 IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above
written.


	 	/s/ Brent Kinder
	 	Notary Public
	 	 
	 	
        BRENT KINDER

        NOTARY PUBLIC - State of Kansas

        My Appt. Exp. January 30, 2018



 


JPMDB 2016-C2 - Pooling and Servicing
Agreement



     

     

    




	STATE OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 


On the 10
day of May, 2016, 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 national banking association executed the within
instrument.


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/ COLIN A. CASTRO
	[SEAL]	Notary Public
	 	 
	My commission expires:	
        COLIN A. CASTRO

        NOTARY PUBLIC

        FREDERICK COUNTY, MD

        MY COMMISSION EXPIRES

        MARCH 24, 2019



 


JPMDB 2016-C2 - Pooling and Servicing
Agreement






     

     

    




	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


On the
6th day of May, 2016, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to be
a Assistant Vice President of Wilmington Trust, 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 national banking
association executed the within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/ Christina  Bader
	 	Notary Public
	 	 
	
        CHRISTINA BADER

        NOTARY PUBLIC

        STATE OF DELAWARE

        My Commission Expires March
        22, 2020
	 
	 	 
	My Commission Expires:	 
	 	 


 


JPMDB 2016-C2
- Pooling and Servicing Agreement



     

     

    

 





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


On the 6th
day of May, 2016, before me, a notary public in and for said State, personally appeared James Callahan known to me to be an Executive
of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such limited liability company, and acknowledged to me that such limited liability company 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
	 


 


JPMDB 2016-C2
- Pooling and Servicing Agreement








     

     

    




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


On the 6th
day of May, 2016, before me, a notary public in and for said State, personally appeared James Callahan known to me to be an Executive
of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such limited liability company, and acknowledged to me that such limited liability company 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
	 


 


JPMDB 2016-C2
- Pooling and Servicing Agreement 


 






     


     

    

 











EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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-1-1


     


    

 


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.  


 






    A-1-2


     


    

 


	
        PASS-THROUGH RATE: [_____]%

         

        DENOMINATION: $[     ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1
        CERTIFICATES AS OF THE CLOSING DATE: $23,342,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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.


 






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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


 






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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 Grantor Trust as a grantor trust under the relevant
provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of
any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that
(a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


 


(v)    to modify, eliminate or add to the provisions of Section 5.03(n) 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


 






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an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)    to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)
  to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any
material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an
Opinion of Counsel;


 


(viii)  to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)  
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the
Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, 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).


 


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


 






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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.


 


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 (or, in the case of clause (ii) below, less than or equal to) the 


 






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greater
of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan
identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the
Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of
such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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


  






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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.  









 



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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.



 






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EXHIBIT A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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-2-1


     


    

 


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. 


 



    A-2-2


     


    




 


	
        PASS-THROUGH RATE: [_____]%

         

        DENOMINATION: $[     ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $160,394,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)     to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by


 






    A-2-6


     


    

 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)    to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)   to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)  to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)    to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 






    A-2-7


     


    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or 


 






    A-2-8


     


    

 


equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage
Loan identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset
of the Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance
of such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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-3A CERTIFICATE


 


CLASS A-3A


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, CLASS A-3A


 


[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 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-3-1


     


    

 


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. 


 






    A-3-2


     


    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[      ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3A
        CERTIFICATES AS OF THE CLOSING DATE: $120,000,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-3A-1] 



 






    A-3-3


     


    

 


CLASS
A-3A 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 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-3A Certificates issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of May 1, 2016 (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-3A Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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-3A 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-3A 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)    
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other
provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the
Depositor has determined that such change shall not, as evidenced by


 






    A-3-6


     


    

 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)    to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)  
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the
then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any
material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an
Opinion of Counsel;


 


(viii) 
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee
and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans
other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does
not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have
delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
Servicing Agreement);


 


(ix)    to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 






    A-3-7


     


    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or


 






    A-3-8


     


    

 


equal
to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan
identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the
Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of
such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-12


     


    




 


EXHIBIT A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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-4-1


     


    

 


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. 


 






    A-4-2


     


    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[      ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4
        CERTIFICATES AS OF THE CLOSING DATE: $222,981,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)     to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by


 






    A-4-6


     


    




 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)    to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)   to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)  to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)    to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 






    A-4-7


     


    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or


 






    A-4-8


     


    

 


equal
to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan
identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the
Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of
such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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-SB CERTIFICATE


 


CLASS A-SB


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 OR ANY OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE 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-5-1 


     

    




 


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. 


 



    A-5-2 


     

    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $48,243,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-5-3 


     

    




 


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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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-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-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-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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by


 



    A-5-6 


     

    




 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 



    A-5-7 


     

    




 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or


 



    A-5-8 


     

    




 


equal
to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan
identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the
Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of
such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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-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 X-A CERTIFICATE


 


CLASS X-A


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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-3A, CLASS A-3B, CLASS
A-4, 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-6-1 


     

    




 


INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.]


 



    A-6-2 


     

    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $700,848,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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] [X-A-2]



 






    A-6-3 


     

    

 


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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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.


 


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


 






    A-6-4 


     

    

 


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 to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in


 



    A-6-5 


     

    




 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify,
eliminate or add to the provisions of Section 5.03(n) 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


 



    A-6-6 


     

    




 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)        to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)      to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 



    A-6-7 


     

    




 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the


 



    A-6-8 


     

    




 


Mortgage
Loan identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset
of the Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance
of such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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-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-B CERTIFICATE


 


CLASS X-B


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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


 


 






 


		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 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 MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $44,639,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-7-3 


     

    

 


CLASS
X-B CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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.


 


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


 



    A-7-4 


     

    




 


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 to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in


 



    A-7-5 


     

    




 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify,
eliminate or add to the provisions of Section 5.03(n) 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


 



    A-7-6 


     

    




 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)         to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)       to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 



    A-7-7 


     

    




 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the


 



    A-7-8 


     

    




 


Mortgage
Loan identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset
of the Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance
of such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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-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-C CERTIFICATE


 


CLASS X-C


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, CLASS X-C


 


[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 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.


 


 






 


		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-8-1 


     

    

 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME
WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CLASS X-C 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 C AND CLASS D CERTIFICATES. ACCORDINGLY, THE
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE
TO THE HOLDERS OF THE CLASS X-C 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 CODE.


 



    A-8-2 


     

    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES
        AS OF THE CLOSING DATE: $80,352,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-C-1]

         



 



    A-8-3 


     

    




 


CLASS
X-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 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-C Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2016 (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-C Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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.


 


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-C


 



    A-8-4 


     

    




 


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 to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in


 



    A-8-5 


     

    




 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class X-C 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify,
eliminate or add to the provisions of Section 5.03(n) 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


 



    A-8-6 


     

    




 


Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S.
Tax Person;


 


(vi)         to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)       to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 






    A-8-7 


     

    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the


 



    A-8-8 


     

    




 


Mortgage
Loan identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset
of the Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance
of such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by the
Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of
the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will
the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on
the date hereof.


 


Unless the certificate of authentication
hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty
as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND THE POOLING
AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-8-9 


     

    




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement




	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-8-10 


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-8-11 


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12 


     

    


EXHIBIT A-9


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B AND CLASS X-C CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-9-2


     

    

 



	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $75,888,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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 Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






     A-9-6


     

    

 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
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).


 


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


 






     A-9-7


     

    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or


 






     A-9-8


     

    

 


equal
to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan
identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the
Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of
such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May 23, 2016



 


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


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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-10-1


     

    

 


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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C 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: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS B
        CERTIFICATES AS OF THE CLOSING DATE: $44,639,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of
the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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 Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






     A-10-6


     

    

 


an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
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).


 


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


 






     A-10-7


     

    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or


 






     A-10-8


     

    

 


equal
to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan
identified as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the
Trust Fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of
such Mortgage Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off
Date Principal Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable
at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May 23, 2016



 


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


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, 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 MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $36,828,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 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 May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by


 



     A-11-6


     

    

 


an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)       to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)     to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 



     A-11-7


     

    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or


 



     A-11-8


     

    

 


equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal Balance
of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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 A-3B CERTIFICATE


 


CLASS A-3B


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2016-C2, CLASS A-3B


 


[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 PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary
Regulation S Book-Entry Certificate legend.


 


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


 


3     Book-Entry
Certificate legend.



 






     A-12-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND 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 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.


 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        aSSET
REPRESENTATIONS REVIEWER:




 






     A-12-2


     

    




	 	 	 
	CERTIFICATE BALANCE OF THE CLASS A-3B
        CERTIFICATES AS OF THE CLOSING DATE: $50,000,000
	 	PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        COMMON CODE NO.: [          ]

         

        CERTIFICATE NO.: [A-3B-1] [A-3B-S-1]



 






     A-12-3


     

    

 


CLASS
A-3B 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 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-3B Certificates issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of May 1, 2016 (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-3B Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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 A-3B 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


 



     A-12-5


     

    

 


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.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class A-3B 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






     A-12-6


     

    

 


(v)        to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)       to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)     to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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


 






     A-12-7


     

    

 


(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).


 


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.


 






     A-12-8


     

    

 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal Balance
of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-12-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-12-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-12-12


     

    

 


EXHIBIT A-13


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary Regulation S Book-Entry Certificate legend.


 


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


 


3     Book-Entry
Certificate legend.



 






     A-13-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND 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 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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B AND CLASS C
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-13-2


     

    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $43,524,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        COMMON CODE NO.: [          ]

         

        CERTIFICATE NO.: [D-1] [D-S-1]



 






     A-13-3


     

    

 


CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), among J.P. MORGAN
CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






     A-13-4


     

    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the 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


 



     A-13-5


     

    

 


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.


 


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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






     A-13-6


     

    

 


(v)        to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)       to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)     to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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


 






     A-13-7


     

    

 


(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).


 


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.


 






     A-13-8


     

    

 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal Balance
of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS  D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-13-10


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-13-11


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-13-12


     

    

 


EXHIBIT A-14


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, CLASS E


 


[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 PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary Regulation S Book-Entry Certificate legend.


 


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


 


3     Book-Entry
Certificate legend.



 






     A-14-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND 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 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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B, CLASS C AND
CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






     A-14-3


     

    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE
        17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS E
        CERTIFICATES AS OF THE CLOSING DATE: $17,856,000

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-1] [E-S-1]



 






     A-14-4


     

    

 


CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2016 (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 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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-14-5


     

    

 


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 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


 



     A-14-6


     

    

 


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.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class E 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






     A-14-7


     

    

 


(v)        to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)       to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)     to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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


 






     A-14-8


     

    

 


(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).


 


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.


 






     A-14-9


     

    

 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal Balance
of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






     A-14-11


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-14-12


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






     A-14-13


     

    

  


EXHIBIT A-15


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2016-C2, CLASS F


 


[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 PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





1     Temporary Regulation S Book-Entry Certificate legend.


 


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


 


3     Book-Entry
Certificate legend.



 






     A-15-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND 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 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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B, CLASS C, CLASS
D AND CLASS E 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 MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE:

        JUNE 17, 2016

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $12,276,000

         
	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-1] [F-S-1]



 






     A-15-4


     

    

 


CLASS
F CERTIFICATE


 


evidencing a beneficial ownership interest in a
Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2016 (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 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


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. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution


 



     A-15-5


     

    

 


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 to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued
to the designated transferee or transferees.


 






     A-15-6


     

    

 


Subject to the terms of the Pooling
and Servicing Agreement, the Class F 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 






     A-15-7


     

    

 


(vi)       to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 


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


 






     A-15-8


     

    

 


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.


 


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 Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and


 



     A-15-9


     

    

 


1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal Balance
of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F  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 CERTIFICATE


 


CLASS NR


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, CLASS NR


 


[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 PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 


		1	Temporary Regulation S Book-Entry Certificate legend.



 


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



 


		3	Book-Entry Certificate legend.




 






    A-17-1


     

    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND 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 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) 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 AND (B) AN UNDIVIDED BENEFICIAL INTEREST IN A GRANTOR TRUST THAT HOLDS A PORTION OF THE TRUST FUND
CONSISTING OF ANY EXCESS INTEREST, THE EXCESS INTEREST DISTRIBUTION ACCOUNT AND THE PROCEEDS THEREOF.


 


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


 






    A-17-2


     

    

 


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-3A, CLASS A-3B, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-17-3


     

    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING
        AGREEMENT

         

        DENOMINATION: $[                   ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 17, 2016

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE
OF THE CLASS NR CERTIFICATES AS OF THE CLOSING DATE: $36,828,383
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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-1] [NR-S-1]

	 	 	 


 






    A-17-4


     

    

 


 CLASS
NR 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 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 NR Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2016 (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 Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


This Certificate also represents
an undivided beneficial interest in a grantor trust that holds a portion of the Trust Fund consisting of any Excess Interest, the
Excess Interest Distribution Account and the proceeds thereof. 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


 






    A-17-5


     

    

 


Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class NR 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-17-6


     

    

 


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 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.


 


Subject to the terms of the Pooling
and Servicing Agreement, the Class NR 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-17-7


     

    

 


(v)           to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)          to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)         to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)        to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, 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).


 






    A-17-8


     

    

 


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.


 


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


 






    A-17-9


     

    

 


or
after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal
Balance of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at
the percentage threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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-17-10


     

    

 







 


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:	May
23, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS NR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-17-11


     

    







  


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-17-12


     

    







 


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-17-13


     

    

  


EXHIBIT A-17


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


JPMDB
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C2, 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 PURCHASERS, THE MORTGAGE LOAN SELLERS OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) 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 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 MAY 1, 2016

         

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

         

        CLOSING DATE: MAY 23, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 17, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WILMINGTON TRUST, 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 and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one of a
duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the
“Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the JPMDB COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 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 Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person”
for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably
designated and shall serve as (i) attorney-in-fact and agent for any such Person that is the “tax matters person” and
(ii) the “representative” of each Trust REMIC within the meaning of Section 6223 of the Internal Revenue Code, to the
extent such provision is applicable to the Trust REMICs.


 


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 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(n) 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 Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)           to modify,
eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such
change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


 


(vi)          to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)         to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


 


(viii)        to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)          to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any


 






    A-17-7


     

    

 


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).


 


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


 






    A-17-8


     

    

 


Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust’s
portion of any REO Loans held by the Trust is less than (or, in the case of clause (ii) below, less than or equal to) the
greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans or (ii) if the Mortgage Loan identified
as “21st Century SS Monterey” on the Exhibit B to the Pooling and Servicing Agreement is an asset of the Trust Fund,
the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of such Mortgage
Loan (or the related REO Loan) on any date of determination and 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, by (B) the aggregate Cut-off Date Principal Balance of the Mortgage Loans and (y) the aggregate Cut-off Date Principal Balance
of the Mortgage Loans; provided, however, that this termination right shall not be exercisable at the at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in May 2026.


 


Following the date on which the
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-4, 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)), 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) 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:	May
23, 2016



 


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 B


 


MORTGAGE LOAN SCHEDULE


 






    B-1


     

    




 




 


	JPMDB 2016-C2 - 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 (%) 
	1	 	JPMCB	 	Quaker Bridge Mall, LLC	 	3320 Brunswick Pike	 	Lawrenceville	 	NJ	 	08648	 	Mercer	 	Quaker Bridge Mall	 	357,221	 	Square Feet	 	                         4.20000 	 	4.18366 
	2	 	GACC	 	FSP 787 Seventh, LLC	 	787 Seventh Avenue	 	New York	 	NY	 	10019	 	New York	 	787 Seventh Avenue	 	1,706,007	 	Square Feet	 	                         3.83718 	 	3.82620 
	3	 	JPMCB	 	100 Pratt St. Ventures, LLC, 100 Pratt St. Holdings, LLC	 	100 East Pratt Street	 	Baltimore	 	MD	 	21202	 	Baltimore City	 	100 East Pratt	 	662,708	 	Square Feet	 	                         4.67000 	 	4.65366 
	4	 	JPMCB	 	ARC HR5SNFI001 SPE, LLC	 	55 Corporate Drive	 	Bridgewater	 	NJ	 	08807	 	Somerset	 	Sanofi Office Complex	 	674,325	 	Square Feet	 	                         5.09300 	 	5.08077 
	5	 	GACC	 	Williamsburg Outlets, L.L.C., Williamsburg Mazel, LLC	 	5715-62A Richmond Road	 	Williamsburg	 	VA	 	23188	 	James City	 	Williamsburg Premium Outlets	 	522,133	 	Square Feet	 	                         4.22900 	 	4.21677 
	6	 	JPMCB	 	Four Penn Center Owner LLC	 	1600 John F. Kennedy Boulevard	 	Philadelphia	 	PA	 	19103	 	Philadelphia	 	Four Penn Center	 	522,600	 	Square Feet	 	                         4.67500 	 	4.65866 
	7	 	GACC	 	ARC Hospitality Portfolio II Owner, LLC, ARC Hospitality Portfolio II TRS, LLC, ARC Hospitality Portfolio II MISC TRS, LLC, ARC Hospitality Portfolio II HIL TRS, LLC, ARC Hospitality Stratford, LLC, ARC Hospitality TRS Stratford, LLC, ARC Hospitality Portfolio II NTC Owner, LP, ARC Hospitality Portfolio II NTC HIL TRS, LP, ARC Hospitality Portfolio II NTC TRS, LP	Various	 	Various	 	Various	 	Various	 	Various	 	Equity Inns Portfolio	 	2,690	 	Rooms	 	                         4.96000 	 	4.94777 
	7.01	 	GACC	 	 	 	206 Western Avenue West	 	Seattle	 	WA	 	98119	 	King	 	Homewood Suites Seattle	 	161	 	Rooms	 	                         4.96000 	 	 
	7.02	 	GACC	 	 	 	8745 International Drive	 	Orlando	 	FL	 	32819	 	Orange	 	Homewood Suites Orlando	 	252	 	Rooms	 	                         4.96000 	 	 
	7.03	 	GACC	 	 	 	5835 Owens Avenue	 	Carlsbad	 	CA	 	92008	 	San Diego	 	Courtyard Carlsbad	 	145	 	Rooms	 	                         4.96000 	 	 
	7.04	 	GACC	 	 	 	12401 Katy Freeway	 	Houston	 	TX	 	77079	 	Harris	 	Courtyard Houston	 	176	 	Rooms	 	                         4.96000 	 	 
	7.05	 	GACC	 	 	 	6905 Main Street	 	Stratford	 	CT	 	06614	 	Fairfield	 	Homewood Suites Stratford	 	135	 	Rooms	 	                         4.96000 	 	 
	7.06	 	GACC	 	 	 	1200 West University Avenue	 	Urbana	 	IL	 	61801	 	Champaign	 	Hampton Inn Urbana	 	130	 	Rooms	 	                         4.96000 	 	 
	7.07	 	GACC	 	 	 	2 Buckstone Place	 	Asheville	 	NC	 	28805	 	Buncombe	 	Springhill Suites Asheville	 	88	 	Rooms	 	                         4.96000 	 	 
	7.08	 	GACC	 	 	 	1530 Alliant Avenue	 	Louisville	 	KY	 	40299	 	Jefferson	 	Hilton Garden Inn Louisville	 	112	 	Rooms	 	                         4.96000 	 	 
	7.09	 	GACC	 	 	 	8900 Universal Boulevard	 	Orlando	 	FL	 	32819	 	Orange	 	Hampton Inn Orlando	 	170	 	Rooms	 	                         4.96000 	 	 
	7.10	 	GACC	 	 	 	7619 North Interstate 35	 	Austin	 	TX	 	78752	 	Travis	 	Hampton Inn Austin	 	121	 	Rooms	 	                         4.96000 	 	 
	7.11	 	GACC	 	 	 	320 Texas Avenue South	 	College Station	 	TX	 	77840	 	Brazos	 	Hampton Inn College Station	 	133	 	Rooms	 	                         4.96000 	 	 
	7.12	 	GACC	 	 	 	6817 East 82nd Street	 	Indianapolis	 	IN	 	46250	 	Marion	 	Hampton Inn Indianapolis	 	128	 	Rooms	 	                         4.96000 	 	 
	7.13	 	GACC	 	 	 	11309 Abercorn Street	 	Savannah	 	GA	 	31419	 	Chatham	 	TownePlace Suites Savannah	 	93	 	Rooms	 	                         4.96000 	 	 
	7.14	 	GACC	 	 	 	2500 Coolidge Road	 	East Lansing	 	MI	 	48823	 	Ingham	 	Hampton Inn East Lansing	 	86	 	Rooms	 	                         4.96000 	 	 
	7.15	 	GACC	 	 	 	1087 East Diehl Road	 	Naperville	 	IL	 	60563	 	DuPage	 	Hampton Inn Naperville	 	129	 	Rooms	 	                         4.96000 	 	 
	7.16	 	GACC	 	 	 	1771 Rio Rancho Drive Southeast	 	Rio Rancho	 	NM	 	87124	 	Sandoval	 	Hilton Garden Inn Rio Rancho	 	129	 	Rooms	 	                         4.96000 	 	 
	7.17	 	GACC	 	 	 	785 College Drive	 	Dalton	 	GA	 	30720	 	Whitfield	 	Courtyard Dalton	 	93	 	Rooms	 	                         4.96000 	 	 
	7.18	 	GACC	 	 	 	148 International Drive	 	Alcoa	 	TN	 	37701	 	Blount	 	Hampton Inn Alcoa	 	118	 	Rooms	 	                         4.96000 	 	 
	7.19	 	GACC	 	 	 	1049 Stevens Creek Road	 	Augusta	 	GA	 	30907	 	Richmond	 	Homewood Suites Augusta	 	65	 	Rooms	 	                         4.96000 	 	 
	7.20	 	GACC	 	 	 	1310 Airport Road	 	Jacksonville	 	FL	 	32218	 	Duval	 	Residence Inn Jacksonville	 	78	 	Rooms	 	                         4.96000 	 	 
	7.21	 	GACC	 	 	 	129 Plains Road	 	Milford	 	CT	 	06461	 	New Haven	 	Hampton Inn Milford	 	148	 	Rooms	 	                         4.96000 	 	 
	8	 	JPMCB	 	IAH 15747 Hotel, LLC	 	15747 John F. Kennedy Boulevard	 	Houston	 	TX	 	77032	 	Harris	 	DoubleTree Houston Intercontinental Airport	 	313	 	Rooms	 	                         5.30600 	 	5.28966 
	9	 	GACC	 	One Harbor Point Square LLC	 	2200 Atlantic Street	 	Stamford	 	CT	 	06902	 	Fairfield	 	One Harbor Point Square	 	251,295	 	Square Feet	 	                         4.69950 	 	4.67727 
	10	 	GACC	 	IA High Crossing, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	High Crossing Portfolio	 	362,698	 	Square Feet	 	                         4.92000 	 	4.90366 
	10.01	 	GACC	 	 	 	6801 East Frontage Road	 	Overland Park	 	KS	 	66204	 	Johnson	 	CarMax	 	58,430	 	Square Feet	 	                         4.92000 	 	 
	10.02	 	GACC	 	 	 	2810 Crossroads Drive	 	Madison	 	WI	 	53718	 	Dane	 	2810 Crossroads Drive	 	60,867	 	Square Feet	 	                         4.92000 	 	 
	10.03	 	GACC	 	 	 	2418 Crossroads Drive	 	Madison	 	WI	 	53718	 	Dane	 	2418 Crossroads Drive	 	62,444	 	Square Feet	 	                         4.92000 	 	 
	10.04	 	GACC	 	 	 	2310 Crossroads Drive	 	Madison	 	WI	 	53718	 	Dane	 	2310 Crossroads Drive	 	62,697	 	Square Feet	 	                         4.92000 	 	 
	10.05	 	GACC	 	 	 	5325 Wall Street	 	Madison	 	WI	 	53718	 	Dane	 	5325 Wall Street	 	34,865	 	Square Feet	 	                         4.92000 	 	 
	10.06	 	GACC	 	 	 	5315 Wall Street	 	Madison	 	WI	 	53718	 	Dane	 	5315 Wall Street	 	33,922	 	Square Feet	 	                         4.92000 	 	 
	10.07	 	GACC	 	 	 	2601 Crossroads Drive	 	Madison	 	WI	 	53718	 	Dane	 	2601 Crossroads Drive	 	29,761	 	Square Feet	 	                         4.92000 	 	 
	10.08	 	GACC	 	 	 	2801 Crossroads Drive	 	Madison	 	WI	 	53718	 	Dane	 	2801 Crossroads Drive	 	19,712	 	Square Feet	 	                         4.92000 	 	 
	11	 	JPMCB	 	NWNG LLC, NWNG Golf LLC	 	475 Seagate Drive and 7220, 7540 & 7760 Golden Gate Parkway	 	Naples	 	FL	 	34103, 34105	 	Collier	 	Naples Grande Beach Resort	 	474	 	Rooms	 	                         4.95000 	 	4.92777 
	12	 	JPMCB	 	Adventus US Realty #8 LP	 	Various	 	Kennesaw	 	GA	 	30144	 	Cobb	 	Barrett Lakes Center	 	314,541	 	Square Feet	 	                         4.90000 	 	4.88366 
	12.01	 	JPMCB	 	 	 	1825 Barrett Lakes Boulevard Northwest	 	Kennesaw	 	GA	 	30144	 	Cobb	 	Barrett Lakes Center II	 	118,352	 	Square Feet	 	                         4.90000 	 	 
	12.02	 	JPMCB	 	 	 	1701 Barrett Lakes Boulevard Northwest	 	Kennesaw	 	GA	 	30144	 	Cobb	 	Barrett Lakes Center I	 	117,027	 	Square Feet	 	                         4.90000 	 	 
	12.03	 	JPMCB	 	 	 	1940 Lodge Road Northwest	 	Kennesaw	 	GA	 	30144	 	Cobb	 	Barrett Lakes Center IV	 	79,162	 	Square Feet	 	                         4.90000 	 	 
	13	 	JPMCB	 	Coolidge-CLK St. Germaine LLC	 	2101 Manhattan Boulevard	 	Harvey	 	LA	 	70058	 	Jefferson	 	Saint Germaine Apartments	 	552	 	Units	 	                         4.62300 	 	4.60666 
	14	 	JPMCB	 	EklecCo NewCo LLC	 	1000 Palisades Center Drive	 	West Nyack	 	NY	 	10994	 	Rockland	 	Palisades Center	 	1,896,322	 	Square Feet	 	                         3.68670 	 	3.67572 
	15	 	GACC	 	Maplewood (IN) MHC, LLC, West Glen (IN) MHC, LLC, Silver Star (FL) MHC, LLC, Edwardsville (KS) MHC, LLC, Sherman Oaks (MI) MHC, LLC, College Park Estates (MI) MHC, LLC, Village Trails (MI) MHC, LLC, Valley View Estates (NY) MHC, LLC, Colonial Village (NY) MHC, LLC, MHC Snow to Sun (TX), LLC, Casa del Valle (TX) MHC, LLC, Kenwood (TX) MHC, LLC	Various	 	Various	 	Various	 	Various	 	Various	 	Sun MHC Portfolio	 	3,981	 	Pads	 	                         4.28000 	 	4.26777 
	15.01	 	GACC	 	 	 	2350 North Hiawassee Road	 	Orlando	 	FL	 	32818	 	Orange	 	Silver Star	 	406	 	Pads	 	                         4.28000 	 	 
	15.02	 	GACC	 	 	 	1207 Rushmore Boulevard East	 	Indianapolis	 	IN	 	46234	 	Marion	 	West Glen Village	 	552	 	Pads	 	                         4.28000 	 	 
	15.03	 	GACC	 	 	 	301 Beach Street	 	Edwardsville	 	KS	 	66113	 	Wyandotte	 	Edwardsville	 	635	 	Pads	 	                         4.28000 	 	 
	15.04	 	GACC	 	 	 	1144 Sherman Boulevard	 	Jackson	 	MI	 	49201	 	Jackson	 	Sherman Oaks	 	366	 	Pads	 	                         4.28000 	 	 
	15.05	 	GACC	 	 	 	51074 Mott Road	 	Canton	 	MI	 	48188	 	Wayne	 	College Park Estates	 	230	 	Pads	 	                         4.28000 	 	 
	15.06	 	GACC	 	 	 	1701 North International Boulevard	 	Weslaco	 	TX	 	78596	 	Hidalgo	 	Snow to Sun	 	476	 	Pads	 	                         4.28000 	 	 
	15.07	 	GACC	 	 	 	1048 North Alamo Road	 	Alamo	 	TX	 	78516	 	Hidalgo	 	Casa Del Valle	 	376	 	Pads	 	                         4.28000 	 	 
	15.08	 	GACC	 	 	 	4115 Nine Mile Road South	 	Allegany	 	NY	 	14706	 	Cattaraugus	 	Valley View Estates	 	197	 	Pads	 	                         4.28000 	 	 
	15.09	 	GACC	 	 	 	3974 State Road 417	 	Allegany	 	NY	 	14706	 	Cattaraugus	 	Colonial Village	 	156	 	Pads	 	                         4.28000 	 	 
	15.10	 	GACC	 	 	 	518 Hickory Lane	 	Howard City	 	MI	 	49329	 	Montcalm	 	Village Trails	 	100	 	Pads	 	                         4.28000 	 	 
	15.11	 	GACC	 	 	 	12451 Pendleton Pike	 	Indianapolis	 	IN	 	46236	 	Marion	 	Maplewood	 	207	 	Pads	 	                         4.28000 	 	 
	15.12	 	GACC	 	 	 	1201 North Main Street	 	La Feria	 	TX	 	78559	 	Cameron	 	Kenwood	 	280	 	Pads	 	                         4.28000 	 	 
	16	 	GACC	 	Hall Stonebriar One Associates, LLC, Hall 2401 Internet II, LLC, Hall G3 II, LLC	 	Various	 	Frisco	 	TX	 	75034	 	Collin	 	Hall Office Park A1/G1/G3	 	328,743	 	Square Feet	 	                         4.69500 	 	4.68277 
	16.01	 	GACC	 	 	 	2811 Internet Boulevard	 	Frisco	 	TX	 	75034	 	Collin	 	Hall Office Park G3	 	115,856	 	Square Feet	 	                         4.69500 	 	 
	16.02	 	GACC	 	 	 	2401 Internet Boulevard	 	Frisco	 	TX	 	75034	 	Collin	 	Hall Office Park G1	 	115,712	 	Square Feet	 	                         4.69500 	 	 
	16.03	 	GACC	 	 	 	2595 Dallas Parkway	 	Frisco	 	TX	 	75034	 	Collin	 	Hall Office Park A1	 	97,175	 	Square Feet	 	                         4.69500 	 	 
	17	 	JPMCB	 	Helios Colliers LLC, AP-Adler Oakes, Ltd.	 	Various	 	Various	 	FL	 	Various	 	Various	 	New Town Collier Portfolio	 	341,839	 	Square Feet	 	                         5.08000 	 	5.04366 
	17.01	 	JPMCB	 	 	 	4350-4380 Oakes Road & 3901 South State Road 7	 	Davie	 	FL	 	33314	 	Broward	 	New Town Commerce Center	 	152,657	 	Square Feet	 	                         5.08000 	 	 
	17.02	 	JPMCB	 	 	 	2900, 2940, 2960, 2975 & 3030 Horseshoe Drive South and 3050 Horseshoe Drive North	 	Naples	 	FL	 	34104	 	Collier	 	Collier Park of Commerce	 	189,182	 	Square Feet	 	                         5.08000 	 	 
	18	 	GACC	 	Leed Warner Delaware, LLC	 	1505 East Warner Avenue	 	Santa Ana	 	CA	 	92705	 	Orange	 	1505 East Warner	 	224,792	 	Square Feet	 	                         4.92000 	 	4.90366 
	19	 	JPMCB	 	KL Phase I Owner, Ltd.	 	1331 West Santa Gertrudis Street	 	Kingsville	 	TX	 	78363	 	Kleberg	 	Legends at Kingsville	 	504	 	Beds	 	                         4.90000 	 	4.88366 
	20	 	JPMCB	 	LSH Property 4, L.L.C., LSH Property 5, L.L.C., LSH Property 6, L.L.C., LSH Property 7, L.L.C.	 	Various	 	Various	 	Various	 	Various	 	Various	 	Omni Storage Portfolio	 	1,705	 	Units	 	                         5.00000 	 	4.98366 
	20.01	 	JPMCB	 	 	 	155 Highway 21	 	Madisonville	 	LA	 	70447	 	Saint Tammany	 	Omni 7 Madisonville	 	419	 	Units	 	                         5.00000 	 	 
	20.02	 	JPMCB	 	 	 	2398 Gause Boulevard West	 	Slidell	 	LA	 	70460	 	Saint Tammany	 	Omni 6 Slidell	 	405	 	Units	 	                         5.00000 	 	 
	20.03	 	JPMCB	 	 	 	18577 Highway 22	 	Ponchatoula	 	LA	 	70454	 	Tangipahoa	 	Omni 5 Ponchatoula	 	409	 	Units	 	                         5.00000 	 	 
	20.04	 	JPMCB	 	 	 	801 Turner Street	 	Bay Saint Louis	 	MS	 	39520	 	Hancock	 	Omni 4 Bay St. Louis	 	472	 	Units	 	                         5.00000 	 	 
	21	 	JPMCB	 	Airport Investment Company, Inc.	 	19445 International Boulevard	 	SeaTac	 	WA	 	98188	 	King	 	Hampton Inn Seattle Airport	 	130	 	Rooms	 	                         5.30000 	 	5.28366 
	22	 	GACC	 	Vision Murfreesboro Delaware, LLC	 	1409 Conference Center Boulevard	 	Murfreesboro	 	TN	 	37129	 	Rutherford	 	Residence Inn Murfreesboro	 	112	 	Rooms	 	                         4.97000 	 	4.95366 
	23	 	JPMCB	 	Omshiv LLC	 	7815 Coley Davis Road	 	Nashville	 	TN	 	37221	 	Davidson	 	Hampton Inn Nashville - Bellevue	 	86	 	Rooms	 	                         5.15000 	 	5.13366 
	24	 	JPMCB	 	JJR Bella Vista Apartments LLC	 	4305 Ruben Torres Senior Boulevard	 	Brownsville	 	TX	 	78526	 	Cameron	 	Bella Vista	 	128	 	Units	 	                         4.90000 	 	4.88366 
	25	 	JPMCB	 	Light Hill 16 LLC, Light Hill 17, LLC, Light Hill 1222 Heights, LLC, Light Hill Ashland, LLC	 	Various	 	Houston	 	TX	 	77008	 	Harris	 	Heights Boulevard Portfolio	 	76	 	Units	 	                         4.90000 	 	4.84366 
	25.01	 	JPMCB	 	 	 	427 West 16th Street	 	Houston	 	TX	 	77008	 	Harris	 	427 West 16th Street	 	28	 	Units	 	                         4.90000 	 	 
	25.02	 	JPMCB	 	 	 	214 West 17th Street	 	Houston	 	TX	 	77008	 	Harris	 	214 West 17th Street	 	22	 	Units	 	                         4.90000 	 	 
	25.03	 	JPMCB	 	 	 	1548 Ashland Street	 	Houston	 	TX	 	77008	 	Harris	 	1548 Ashland Street	 	16	 	Units	 	                         4.90000 	 	 
	25.04	 	JPMCB	 	 	 	1222 Heights Boulevard	 	Houston	 	TX	 	77008	 	Harris	 	1222 Heights Boulevard	 	10	 	Units	 	                         4.90000 	 	 
	26	 	GACC	 	TPH Investors SPE, LLC	 	3051 West Club House Drive 	 	Lehi	 	UT	 	84043	 	Utah	 	Home2Suites Hilton Lehi	 	103	 	Rooms	 	                         4.95000 	 	4.86616 
	27	 	JPMCB	 	Paramount-Crossroads, LLC	 	102 South Cottage Hill Road	 	Carrollton	 	GA	 	30117	 	Carroll	 	Hampton Inn Carrollton	 	77	 	Rooms	 	                         4.95000 	 	4.93366 
	28	 	JPMCB	 	ABSG 120 Halsted LLC	 	120 Halsted Street	 	East Orange	 	NJ	 	07018	 	Essex	 	120 Halsted Street	 	42	 	Units	 	                         4.90000 	 	4.88366 
	29	 	GACC	 	Maxi DE LLC	 	1118 Airport Road	 	Monterey	 	CA	 	93940	 	Monterey	 	21st Century SS Monterey	 	482	 	Units	 	                         5.15000 	 	5.11366 
	30	 	GACC	 	Snow Prop-MA DE, LLC	 	333 Market Street	 	Oakland	 	CA	 	94607	 	Alameda	 	333 Market Street (Port of Oakland Industrial)	 	73,080	 	Square Feet	 	                         4.85000 	 	4.75616 


 






     


     

    

 


JPMDB 2016-C2 - Combined

		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	 Original Principal Balance 	 	 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 (%)	 	Title Type
	1	 	JPMCB	 	Quaker Bridge Mall, LLC	 	         83,333,333 	 	   83,333,333.00 	 	120	 	120	 	05/01/26	 	0	 	0	 	        295,717.59 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	2	 	GACC	 	FSP 787 Seventh, LLC	 	         60,000,000 	 	   60,000,000.00 	 	120	 	117	 	02/06/26	 	0	 	0	 	        194,523.71 	 	0.00375	 	Actual/360	 	No	 	 	 	Fee
	3	 	JPMCB	 	100 Pratt St. Ventures, LLC, 100 Pratt St. Holdings, LLC	 	         60,000,000 	 	   60,000,000.00 	 	120	 	119	 	04/06/26	 	360	 	360	 	        310,101.71 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	4	 	JPMCB	 	ARC HR5SNFI001 SPE, LLC	 	         60,000,000 	 	   60,000,000.00 	 	60	 	56	 	01/06/21	 	0	 	0	 	        258,186.81 	 	0.00500	 	Actual/360	 	Yes	 	The greater of i) 8.59300% and ii) 7.00000% plus the greater of a) the 5 year swap yield as of the ARD or b) the 5 year treasury rate as of the ARD	 	Fee
	5	 	GACC	 	Williamsburg Outlets, L.L.C., Williamsburg Mazel, LLC	 	         50,000,000 	 	   50,000,000.00 	 	120	 	117	 	02/06/26	 	0	 	0	 	        178,655.67 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	6	 	JPMCB	 	Four Penn Center Owner LLC	 	         48,000,000 	 	   48,000,000.00 	 	120	 	120	 	05/01/26	 	360	 	360	 	        248,225.39 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	7	 	GACC	 	ARC Hospitality Portfolio II Owner, LLC, ARC Hospitality Portfolio II TRS, LLC, ARC Hospitality Portfolio II MISC TRS, LLC, ARC Hospitality Portfolio II HIL TRS, LLC, ARC Hospitality Stratford, LLC, ARC Hospitality TRS Stratford, LLC, ARC Hospitality Portfolio II NTC Owner, LP, ARC Hospitality Portfolio II NTC HIL TRS, LP, ARC Hospitality Portfolio II NTC TRS, LP	         44,800,000 	 	   44,800,000.00 	 	60	 	53	 	10/06/20	 	0	 	0	 	        187,745.19 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	7.01	 	GACC	 	 	 	           8,129,655 	 	     8,129,655.17 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.02	 	GACC	 	 	 	           3,543,448 	 	     3,543,448.27 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.03	 	GACC	 	 	 	           2,819,310 	 	     2,819,310.35 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.04	 	GACC	 	 	 	           2,606,897 	 	     2,606,896.55 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.05	 	GACC	 	 	 	           2,413,793 	 	     2,413,793.10 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.06	 	GACC	 	 	 	           2,394,483 	 	     2,394,482.75 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.07	 	GACC	 	 	 	           2,220,690 	 	     2,220,689.65 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.08	 	GACC	 	 	 	           2,211,034 	 	     2,211,034.48 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.09	 	GACC	 	 	 	           2,153,103 	 	     2,153,103.45 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.10	 	GACC	 	 	 	           2,124,138 	 	     2,124,137.93 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.11	 	GACC	 	 	 	           2,027,586 	 	     2,027,586.21 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.12	 	GACC	 	 	 	           1,747,586 	 	     1,747,586.21 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.13	 	GACC	 	 	 	           1,641,379 	 	     1,641,379.31 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.14	 	GACC	 	 	 	           1,544,828 	 	     1,544,827.58 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.15	 	GACC	 	 	 	           1,409,655 	 	     1,409,655.17 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.16	 	GACC	 	 	 	           1,390,345 	 	     1,390,344.83 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.17	 	GACC	 	 	 	           1,139,310 	 	     1,139,310.35 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.18	 	GACC	 	 	 	              955,862 	 	        955,862.07 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.19	 	GACC	 	 	 	              936,552 	 	        936,551.73 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.20	 	GACC	 	 	 	              868,966 	 	        868,965.52 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7.21	 	GACC	 	 	 	              521,379 	 	        521,379.31 	 	60	 	53	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	8	 	JPMCB	 	IAH 15747 Hotel, LLC	 	         44,875,000 	 	   44,721,471.73 	 	120	 	117	 	02/01/26	 	360	 	357	 	        249,360.19 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	9	 	GACC	 	One Harbor Point Square LLC	 	         41,000,000 	 	   41,000,000.00 	 	120	 	120	 	05/06/26	 	360	 	360	 	        212,629.18 	 	0.01500	 	Actual/360	 	No	 	 	 	Fee	 
	10	 	GACC	 	IA High Crossing, LLC	 	         39,000,000 	 	   38,942,164.98 	 	120	 	119	 	04/06/26	 	324	 	323	 	        217,735.03 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	10.01	 	GACC	 	 	 	         15,300,000 	 	   15,277,310.88 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.02	 	GACC	 	 	 	           5,820,000 	 	     5,811,369.24 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.03	 	GACC	 	 	 	           5,565,000 	 	     5,556,747.39 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.04	 	GACC	 	 	 	           5,190,000 	 	     5,182,303.49 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.05	 	GACC	 	 	 	           2,212,500 	 	     2,209,218.97 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.06	 	GACC	 	 	 	           2,025,000 	 	     2,021,997.03 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.07	 	GACC	 	 	 	           1,732,500 	 	     1,729,930.79 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	10.08	 	GACC	 	 	 	           1,155,000 	 	     1,153,287.19 	 	120	 	119	 	 	 	324	 	323	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	11	 	JPMCB	 	NWNG LLC, NWNG Golf LLC	 	         35,000,000 	 	   35,000,000.00 	 	120	 	116	 	01/01/26	 	360	 	360	 	        186,819.50 	 	0.01500	 	Actual/360	 	No	 	 	 	Fee	 
	12	 	JPMCB	 	Adventus US Realty #8 LP	 	         34,553,000 	 	   34,553,000.00 	 	120	 	117	 	02/01/26	 	360	 	360	 	        183,382.00 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	12.01	 	JPMCB	 	 	 	         12,987,518 	 	   12,987,518.44 	 	120	 	117	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	12.02	 	JPMCB	 	 	 	         11,609,532 	 	   11,609,532.40 	 	120	 	117	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	12.03	 	JPMCB	 	 	 	           9,955,949 	 	     9,955,949.15 	 	120	 	117	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	13	 	JPMCB	 	Coolidge-CLK St. Germaine LLC	 	         30,854,000 	 	   30,854,000.00 	 	120	 	116	 	01/01/26	 	360	 	360	 	        158,595.68 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	14	 	JPMCB	 	EklecCo NewCo LLC	 	         30,000,000 	 	   30,000,000.00 	 	60	 	59	 	04/09/21	 	0	 	0	 	           93,447.48 	 	0.00375	 	Actual/360	 	No	 	 	 	Fee/Leasehold	 
	15	 	GACC	 	Maplewood (IN) MHC, LLC, West Glen (IN) MHC, LLC, Silver Star (FL) MHC, LLC, Edwardsville (KS) MHC, LLC, Sherman Oaks (MI) MHC, LLC, College Park Estates (MI) MHC, LLC, Village Trails (MI) MHC, LLC, Valley View Estates (NY) MHC, LLC, Colonial Village (NY) MHC, LLC, MHC Snow to Sun (TX), LLC, Casa del Valle (TX) MHC, LLC, Kenwood (TX) MHC, LLC	         29,066,000 	 	   29,066,000.00 	 	120	 	115	 	12/01/25	 	360	 	360	 	        143,498.19 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee
	15.01	 	GACC	 	 	 	           6,396,015 	 	     6,396,014.60 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.02	 	GACC	 	 	 	           5,022,637 	 	     5,022,637.23 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.03	 	GACC	 	 	 	           4,935,760 	 	     4,935,759.62 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.04	 	GACC	 	 	 	           2,689,858 	 	     2,689,857.67 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.05	 	GACC	 	 	 	           2,313,160 	 	     2,313,159.88 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.06	 	GACC	 	 	 	           1,610,775 	 	     1,610,775.46 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.07	 	GACC	 	 	 	           1,394,959 	 	     1,394,959.02 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.08	 	GACC	 	 	 	           1,241,926 	 	     1,241,925.53 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.09	 	GACC	 	 	 	           1,063,386 	 	     1,063,386.48 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.10	 	GACC	 	 	 	              945,668 	 	        945,668.42 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.11	 	GACC	 	 	 	              882,885 	 	        882,885.45 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	15.12	 	GACC	 	 	 	              568,971 	 	        568,970.62 	 	120	 	115	 	 	 	360	 	360	 	                          -   	 	 	 	 	 	 	 	 	 	Fee	 
	16	 	GACC	 	Hall Stonebriar One Associates, LLC, Hall 2401 Internet II, LLC, Hall G3 II, LLC	 	         27,900,000 	 	   27,900,000.00 	 	120	 	116	 	01/01/26	 	360	 	360	 	        144,616.11 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	16.01	 	GACC	 	 	 	           9,932,200 	 	     9,932,200.36 	 	120	 	116	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	16.02	 	GACC	 	 	 	           9,582,826 	 	     9,582,826.48 	 	120	 	116	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	16.03	 	GACC	 	 	 	           8,384,973 	 	     8,384,973.17 	 	120	 	116	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	17	 	JPMCB	 	Helios Colliers LLC, AP-Adler Oakes, Ltd.	 	         23,750,000 	 	   23,721,882.81 	 	60	 	59	 	04/01/21	 	360	 	359	 	        128,658.86 	 	0.02500	 	Actual/360	 	No	 	 	 	Fee	 
	17.01	 	JPMCB	 	 	 	         12,896,557 	 	   12,881,289.00 	 	60	 	59	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	17.02	 	JPMCB	 	 	 	         10,853,443 	 	   10,840,593.81 	 	60	 	59	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	18	 	GACC	 	Leed Warner Delaware, LLC	 	         22,800,000 	 	   22,800,000.00 	 	120	 	120	 	05/06/26	 	360	 	360	 	        121,283.01 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	19	 	JPMCB	 	KL Phase I Owner, Ltd.	 	         22,000,000 	 	   21,918,873.70 	 	120	 	117	 	02/01/26	 	360	 	357	 	        116,759.88 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	20	 	JPMCB	 	LSH Property 4, L.L.C., LSH Property 5, L.L.C., LSH Property 6, L.L.C., LSH Property 7, L.L.C.	 	         15,000,000 	 	   15,000,000.00 	 	120	 	120	 	05/01/26	 	360	 	360	 	           80,523.24 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	20.01	 	JPMCB	 	 	 	           4,846,154 	 	     4,846,153.85 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	20.02	 	JPMCB	 	 	 	           3,663,462 	 	     3,663,461.54 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	20.03	 	JPMCB	 	 	 	           3,245,192 	 	     3,245,192.31 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	20.04	 	JPMCB	 	 	 	           3,245,192 	 	     3,245,192.31 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	21	 	JPMCB	 	Airport Investment Company, Inc.	 	         14,000,000 	 	   13,984,090.68 	 	120	 	119	 	04/01/26	 	360	 	359	 	           77,742.65 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	22	 	GACC	 	Vision Murfreesboro Delaware, LLC	 	         13,000,000 	 	   12,957,855.37 	 	120	 	118	 	03/06/26	 	300	 	298	 	           75,769.65 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	23	 	JPMCB	 	Omshiv LLC	 	         10,400,000 	 	   10,367,268.12 	 	120	 	118	 	03/01/26	 	300	 	298	 	           61,709.71 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	24	 	JPMCB	 	JJR Bella Vista Apartments LLC	 	           9,765,000 	 	     9,742,382.33 	 	120	 	118	 	03/01/26	 	360	 	358	 	           51,825.46 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	25	 	JPMCB	 	Light Hill 16 LLC, Light Hill 17, LLC, Light Hill 1222 Heights, LLC, Light Hill Ashland, LLC	 	           8,500,000 	 	     8,500,000.00 	 	120	 	120	 	05/01/26	 	360	 	360	 	           45,111.77 	 	0.04500	 	Actual/360	 	No	 	 	 	Fee	 
	25.01	 	JPMCB	 	 	 	           3,290,546 	 	     3,290,546.05 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	25.02	 	JPMCB	 	 	 	           2,480,033 	 	     2,480,032.60 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	25.03	 	JPMCB	 	 	 	           1,718,011 	 	     1,718,011.41 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	25.04	 	JPMCB	 	 	 	           1,011,410 	 	     1,011,409.94 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	26	 	GACC	 	TPH Investors SPE, LLC	 	           8,125,000 	 	     8,125,000.00 	 	120	 	120	 	05/06/26	 	360	 	360	 	           43,368.81 	 	0.07250	 	Actual/360	 	No	 	 	 	Fee	 
	27	 	JPMCB	 	Paramount-Crossroads, LLC	 	           8,000,000 	 	     7,962,060.45 	 	120	 	116	 	01/01/26	 	360	 	356	 	           42,701.60 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	28	 	JPMCB	 	ABSG 120 Halsted LLC	 	           7,150,000 	 	     7,150,000.00 	 	120	 	120	 	05/01/26	 	360	 	360	 	           37,946.96 	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	29	 	GACC	 	Maxi DE LLC	 	           6,400,000 	 	     6,400,000.00 	 	240	 	240	 	05/06/36	 	240	 	240	 	           42,769.29 	 	0.02500	 	Actual/360	 	No	 	 	 	Leasehold	 
	30	 	GACC	 	Snow Prop-MA DE, LLC	 	           6,000,000 	 	     6,000,000.00 	 	120	 	119	 	04/06/26	 	360	 	360	 	           31,661.51 	 	0.08250	 	Actual/360	 	No	 	 	 	Fee	 


 






     


     

    

 


JPMDB 2016-C2 - Combined


		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	UPFRONT ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan Seller	 	Mortgagor Name	 	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	 	Quaker Bridge Mall, LLC	 	No	 	No	 	Simon Property Group, L.P.	 	No	 	0 	 	0 	 	0 	 	38,699 	 	0 	 	0 	 	0 
	2	 	GACC	 	FSP 787 Seventh, LLC	 	No	 	No	 	Fifth Street Properties, LLC	 	No	 	0 	 	0 	 	0 	 	19,542,565 	 	0 	 	0 	 	30,565,388 
	3	 	JPMCB	 	100 Pratt St. Ventures, LLC, 100 Pratt St. Holdings, LLC	 	No	 	No	 	Dennis Troesh	 	No	 	1,201,053 	 	0 	 	0 	 	0 	 	3,571,156 	 	44,100 	 	17,552,053 
	4	 	JPMCB	 	ARC HR5SNFI001 SPE, LLC	 	No	 	No	 	American Finance Trust, Inc.	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 
	5	 	GACC	 	Williamsburg Outlets, L.L.C., Williamsburg Mazel, LLC	 	No	 	No	 	Simon Property Group, L.P.	 	No	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 
	6	 	JPMCB	 	Four Penn Center Owner LLC	 	No	 	No	 	Prism Office Holdings LLC	 	No	 	8,710 	 	0 	 	0 	 	0 	 	292,298 	 	0 	 	0 
	7	 	GACC	 	ARC Hospitality Portfolio II Owner, LLC, ARC Hospitality Portfolio II TRS, LLC, ARC Hospitality Portfolio II MISC TRS, LLC, ARC Hospitality Portfolio II HIL TRS, LLC, ARC Hospitality Stratford, LLC, ARC Hospitality TRS Stratford, LLC, ARC Hospitality Portfolio II NTC Owner, LP, ARC Hospitality Portfolio II NTC HIL TRS, LP, ARC Hospitality Portfolio II NTC TRS, LP	No	 	No	 	American Realty Capital Hospitality Trust, Inc.	 	No	 	0 	 	160,928 	 	0 	 	0 	 	890,215 	 	0 	 	10,000,000 
	7.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.10	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.11	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.12	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.13	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.14	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.15	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.16	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.17	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.18	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.19	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.20	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.21	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	JPMCB	 	IAH 15747 Hotel, LLC	 	No	 	No	 	National Hotel Investor, LLC	 	5,980,000	 	0 	 	0 	 	0 	 	0 	 	0 	 	0 	 	6,230,000 	 
	9	 	GACC	 	One Harbor Point Square LLC	 	No	 	No	 	Harbor Point Holding Company LLC	 	No	 	0 	 	0 	 	0 	 	0 	 	718,539 	 	30,763 	 	20,165,432 	 
	10	 	GACC	 	IA High Crossing, LLC	 	No	 	No	 	Investors Associated, LLP	 	No	 	0 	 	129,188 	 	0 	 	321,542 	 	0 	 	0 	 	0 	 
	10.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.08	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	JPMCB	 	NWNG LLC, NWNG Golf LLC	 	No	 	No	 	Northwood Real Estate Partners LP, Northwood Real Estate Co-Investors LP, Northwood Real Estate Partners TE (Hotel AIV) LP, Northwood Real Estate Co-Investors TE (Hotel AIV) LP	 	No	 	0 	 	0 	 	0 	 	0 	 	182,282 	 	12,758 	 	0 	 
	12	 	JPMCB	 	Adventus US Realty #8 LP	 	No	 	No	 	Adventus Holdings LP	 	No	 	5,243 	 	0 	 	0 	 	0 	 	163,000 	 	0 	 	3,551,268 	 
	12.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	JPMCB	 	Coolidge-CLK St. Germaine LLC	 	No	 	No	 	Craig Koenigsberg, Howard Parnes	 	No	 	252,963 	 	179,960 	 	0 	 	0 	 	40,907 	 	0 	 	0 	 
	14	 	JPMCB	 	EklecCo NewCo LLC	 	No	 	No	 	Riesling Associates; Three J’s Family Trust	 	No	 	39,507 	 	90,400 	 	0 	 	158,027 	 	9,088,762 	 	0 	 	8,666,227 	 
	15	 	GACC	 	Maplewood (IN) MHC, LLC, West Glen (IN) MHC, LLC, Silver Star (FL) MHC, LLC, Edwardsville (KS) MHC, LLC, Sherman Oaks (MI) MHC, LLC, College Park Estates (MI) MHC, LLC, Village Trails (MI) MHC, LLC, Valley View Estates (NY) MHC, LLC, Colonial Village (NY) MHC, LLC, MHC Snow to Sun (TX), LLC, Casa del Valle (TX) MHC, LLC, Kenwood (TX) MHC, LLC	No	 	No	 	Ross H. Partrich	 	No	 	765,572 	 	134,428 	 	0 	 	0 	 	0 	 	0 	 	0 
	15.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	GACC	 	Hall Stonebriar One Associates, LLC, Hall 2401 Internet II, LLC, Hall G3 II, LLC	 	No	 	No	 	Hall Phoenix/Inwood Ltd.	 	No	 	0 	 	0 	 	0 	 	1,355,177 	 	0 	 	0 	 	2,842,374 	 
	16.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	JPMCB	 	Helios Colliers LLC, AP-Adler Oakes, Ltd.	 	No	 	No	 	Michael M. Adler	 	No	 	4,273 	 	52,440 	 	0 	 	21,365 	 	141,430 	 	0 	 	105,947 	 
	17.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	GACC	 	Leed Warner Delaware, LLC	 	No	 	No	 	Stephen P. Abdo, Eleanor I. Leanse	 	No	 	0 	 	503,448 	 	0 	 	500,000 	 	59,789 	 	0 	 	0 	 
	19	 	JPMCB	 	KL Phase I Owner, Ltd.	 	No	 	No	 	Ogden K. Shannon III	 	No	 	6,300 	 	0 	 	0 	 	0 	 	110,725 	 	0 	 	0 	 
	20	 	JPMCB	 	LSH Property 4, L.L.C., LSH Property 5, L.L.C., LSH Property 6, L.L.C., LSH Property 7, L.L.C.	 	No	 	No	 	Walter Thomassie, Gerard Thomassie	 	No	 	2,102 	 	0 	 	0 	 	0 	 	59,325 	 	0 	 	0 	 
	20.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	JPMCB	 	Airport Investment Company, Inc.	 	No	 	No	 	Linda Oh	 	No	 	0 	 	0 	 	0 	 	0 	 	10,795 	 	7,645 	 	3,543,335 	 
	22	 	GACC	 	Vision Murfreesboro Delaware, LLC	 	No	 	No	 	Mitul I. Patel	 	No	 	0 	 	0 	 	0 	 	0 	 	23,190 	 	33,654 	 	2,500 	 
	23	 	JPMCB	 	Omshiv LLC	 	No	 	No	 	Ashokkumar L. Dharsandia, Ramesh Chandra Purohit, Laxmikant Ghodasara	 	No	 	0 	 	0 	 	0 	 	0 	 	13,325 	 	17,441 	 	0 	 
	24	 	JPMCB	 	JJR Bella Vista Apartments LLC	 	No	 	No	 	John F. Cowen, John F. Cowen, Jr.	 	No	 	2,133 	 	0 	 	0 	 	0 	 	20,834 	 	57,768 	 	0 	 
	25	 	JPMCB	 	Light Hill 16 LLC, Light Hill 17, LLC, Light Hill 1222 Heights, LLC, Light Hill Ashland, LLC	 	No	 	No	 	Scott Leichtenberg	 	No	 	1,267 	 	0 	 	0 	 	0 	 	25,299 	 	0 	 	0 	 
	25.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	GACC	 	TPH Investors SPE, LLC	 	No	 	No	 	PEG Development, LLC	 	No	 	0 	 	0 	 	0 	 	0 	 	52,198 	 	13,956 	 	0 	 
	27	 	JPMCB	 	Paramount-Crossroads, LLC	 	No	 	No	 	Nikunj R. Lakha	 	No	 	8,185 	 	0 	 	0 	 	0 	 	4,900 	 	0 	 	0 	 
	28	 	JPMCB	 	ABSG 120 Halsted LLC	 	No	 	No	 	Dennis McNeil	 	No	 	700 	 	0 	 	0 	 	0 	 	12,068 	 	6,188 	 	379,583 	 
	29	 	GACC	 	Maxi DE LLC	 	No	 	No	 	Clayton Gentry	 	No	 	0 	 	0 	 	0 	 	0 	 	2,185 	 	0 	 	9,383 	 
	30	 	GACC	 	Snow Prop-MA DE, LLC	 	No	 	No	 	Walter Snow	 	No	 	0 	 	12,188 	 	0 	 	0 	 	0 	 	1,467 	 	278,284 	 


 






     


     

    

 


JPMDB 2016-C2 - 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 	 	Grace Period

(Late Payment)	 	Cash-Management Account or Lockbox In-place	 	General Property Type	 	Defeasance Permitted	 	Final Maturity Date
	1	 	JPMCB	 	Quaker Bridge Mall, LLC	 	Springing	 	0 	 	38,699 	 	Springing	 	Springing	 	0 	 	0	 	 Yes 	 	Retail	 	Yes	 	 
	2	 	GACC	 	FSP 787 Seventh, LLC	 	Springing	 	0 	 	Springing	 	Springing	 	Springing	 	Springing	 	5 (Twice per year)	 	 Yes 	 	Office	 	Yes	 	 
	3	 	JPMCB	 	100 Pratt St. Ventures, LLC, 100 Pratt St. Holdings, LLC	 	11,045 	 	0 	 	69,032 	 	357,116 	 	22,050 	 	Springing	 	0	 	 Yes 	 	Office	 	Yes	 	 
	4	 	JPMCB	 	ARC HR5SNFI001 SPE, LLC	 	Springing	 	0 	 	0 	 	Springing	 	Springing	 	Springing	 	0	 	 Yes 	 	Office	 	Yes	 	7/31/2026
	5	 	GACC	 	Williamsburg Outlets, L.L.C., Williamsburg Mazel, LLC	 	Springing	 	0 	 	Springing	 	Springing	 	Springing	 	0 	 	5	 	 Yes 	 	Retail	 	Yes	 	 
	6	 	JPMCB	 	Four Penn Center Owner LLC	 	8,710 	 	0 	 	Springing	 	97,433 	 	Springing	 	0 	 	5	 	 Yes 	 	Office	 	Yes	 	 
	7	 	GACC	 	ARC Hospitality Portfolio II Owner, LLC, ARC Hospitality Portfolio II TRS, LLC, ARC Hospitality Portfolio II MISC TRS, LLC, ARC Hospitality Portfolio II HIL TRS, LLC, ARC Hospitality Stratford, LLC, ARC Hospitality TRS Stratford, LLC, ARC Hospitality Portfolio II NTC Owner, LP, ARC Hospitality Portfolio II NTC HIL TRS, LP, ARC Hospitality Portfolio II NTC TRS, LP	4% of Gross Revenues	 	0 	 	0 	 	296,738 	 	Springing	 	The borrower will be required quarterly to fund the amount required in the PIP Reserve Funding Schedule	 	0	 	 Yes 	 	Hotel	 	No	 	 
	7.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.04	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.05	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.06	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.07	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.08	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.09	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.10	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.11	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.12	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.13	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.14	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.15	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.16	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.17	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.18	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.19	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.20	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	7.21	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Hotel	 	 	 	 	 
	8	 	JPMCB	 	IAH 15747 Hotel, LLC	 	Springing	 	0 	 	0 	 	Springing	 	Springing	 	Springing	 	0	 	 Yes 	 	Hotel	 	No	 	 	 
	9	 	GACC	 	One Harbor Point Square LLC	 	4,188 	 	0 	 	26,177 	 	119,757 	 	7,691 	 	2,219 	 	0	 	 Yes 	 	Office	 	Yes	 	 	 
	10	 	GACC	 	IA High Crossing, LLC	 	9,238 	 	0 	 	37,781 	 	61,708 	 	Springing	 	Springing	 	0	 	 Yes 	 	Various	 	Yes	 	 	 
	10.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 	 
	10.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	10.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	10.04	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	10.05	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	10.06	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	10.07	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	10.08	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	11	 	JPMCB	 	NWNG LLC, NWNG Golf LLC	 	4% of Gross Revenues	 	0 	 	0 	 	94,939 	 	4,253 	 	Springing	 	0	 	 Yes 	 	Hotel	 	No	 	 	 
	12	 	JPMCB	 	Adventus US Realty #8 LP	 	5,243 	 	0 	 	Springing	 	32,500 	 	Springing	 	Springing	 	0	 	 Yes 	 	Office	 	Yes	 	 	 
	12.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	12.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	12.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	13	 	JPMCB	 	Coolidge-CLK St. Germaine LLC	 	11,500 	 	0 	 	0 	 	20,453 	 	Springing	 	0 	 	0	 	 No 	 	Multifamily	 	No	 	 	 
	14	 	JPMCB	 	EklecCo NewCo LLC	 	39,507 	 	0 	 	158,027 	 	1,817,752 	 	Springing	 	157,828 	 	0	 	 Yes 	 	Retail	 	No	 	 	 
	15	 	GACC	 	Maplewood (IN) MHC, LLC, West Glen (IN) MHC, LLC, Silver Star (FL) MHC, LLC, Edwardsville (KS) MHC, LLC, Sherman Oaks (MI) MHC, LLC, College Park Estates (MI) MHC, LLC, Village Trails (MI) MHC, LLC, Valley View Estates (NY) MHC, LLC, Colonial Village (NY) MHC, LLC, MHC Snow to Sun (TX), LLC, Casa del Valle (TX) MHC, LLC, Kenwood (TX) MHC, LLC	Springing	 	0 	 	0 	 	123,269 	 	Springing	 	0 	 	5	 	 No 	 	Manufactured Housing	 	No	 	 
	15.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.04	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.05	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.06	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.07	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.08	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.09	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.10	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.11	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	15.12	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Manufactured Housing	 	 	 	 	 
	16	 	GACC	 	Hall Stonebriar One Associates, LLC, Hall 2401 Internet II, LLC, Hall G3 II, LLC	 	6,845 	 	0 	 	34,227 	 	97,337 	 	Springing	 	Springing	 	5	 	 Yes 	 	Office	 	Yes	 	 	 
	16.01	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	16.02	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	16.03	 	GACC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 	 
	17	 	JPMCB	 	Helios Colliers LLC, AP-Adler Oakes, Ltd.	 	4,273 	 	0 	 	21,365 	 	28,286 	 	Springing	 	0 	 	0	 	 No 	 	Industrial	 	No	 	 	 
	17.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 	 
	17.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 	 
	18	 	GACC	 	Leed Warner Delaware, LLC	 	2,810 	 	0 	 	2,732 	 	14,947 	 	Springing	 	Springing	 	0	 	 Yes 	 	Mixed Use	 	Yes	 	 	 
	19	 	JPMCB	 	KL Phase I Owner, Ltd.	 	6,300 	 	0 	 	0 	 	55,363 	 	Springing	 	0 	 	0	 	 Yes 	 	Multifamily	 	No	 	 	 
	20	 	JPMCB	 	LSH Property 4, L.L.C., LSH Property 5, L.L.C., LSH Property 6, L.L.C., LSH Property 7, L.L.C.	 	2,102 	 	0 	 	0 	 	10,368 	 	Springing	 	0 	 	0	 	 No 	 	Self Storage	 	Yes	 	 	 
	20.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self Storage	 	 	 	 	 
	20.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self Storage	 	 	 	 	 
	20.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self Storage	 	 	 	 	 
	20.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self Storage	 	 	 	 	 
	21	 	JPMCB	 	Airport Investment Company, Inc.	 	Springing	 	0 	 	0 	 	10,795 	 	3,823 	 	Springing	 	0	 	 Yes 	 	Hotel	 	Yes	 	 	 
	22	 	GACC	 	Vision Murfreesboro Delaware, LLC	 	2% of Gross Revenues	 	0 	 	0 	 	11,595 	 	2,804 	 	0 	 	0	 	 No 	 	Hotel	 	Yes	 	 	 
	23	 	JPMCB	 	Omshiv LLC	 	4% of Gross Revenues	 	0 	 	0 	 	6,665 	 	2,181 	 	Springing	 	0	 	 No 	 	Hotel	 	Yes	 	 	 
	24	 	JPMCB	 	JJR Bella Vista Apartments LLC	 	2,133 	 	0 	 	0 	 	10,417 	 	6,351 	 	0 	 	0	 	 No 	 	Multifamily	 	Yes	 	 	 
	25	 	JPMCB	 	Light Hill 16 LLC, Light Hill 17, LLC, Light Hill 1222 Heights, LLC, Light Hill Ashland, LLC	 	1,267 	 	0 	 	0 	 	12,614 	 	Springing	 	0 	 	0	 	 No 	 	Multifamily	 	No	 	 	 
	25.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 	 
	25.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 	 
	25.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 	 
	25.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 	 
	26	 	GACC	 	TPH Investors SPE, LLC	 	4% of Gross Revenues	 	0 	 	0 	 	7,457 	 	1,269 	 	Springing	 	0	 	 Yes 	 	Hotel	 	Yes	 	 	 
	27	 	JPMCB	 	Paramount-Crossroads, LLC	 	4% of Gross Revenues	 	0 	 	0 	 	2,450 	 	Springing	 	Springing	 	0	 	 No 	 	Hotel	 	Yes	 	 	 
	28	 	JPMCB	 	ABSG 120 Halsted LLC	 	700 	 	0 	 	0 	 	8,811 	 	1,547 	 	14,583 	 	0	 	 No 	 	Multifamily	 	Yes	 	 	 
	29	 	GACC	 	Maxi DE LLC	 	771 	 	0 	 	0 	 	2,185 	 	Springing	 	4,701 	 	0	 	 No 	 	Self Storage	 	Yes	 	 	 
	30	 	GACC	 	Snow Prop-MA DE, LLC	 	914 	 	0 	 	2,132 	 	7,615 	 	1,467 	 	Springing	 	0	 	 No 	 	Industrial	 	Yes	 	 	 




 



     


     

    

 


 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association

as Certificate Administrator





Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer of JPMDB Commercial Mortgage Securities Trust
2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of JPMDB Commercial Mortgage Securities Trust
2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 (the “Certificates”) in connection with
the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of
$_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.             Check one of the following:*


 


		☐	The Purchaser
is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”)



 





 









*
Purchaser must include one of the following two certifications.


 











    Exhibit C-1


     

    

 


within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”) or any entity in which all of the equity owners come within such paragraphs and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and
the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such
account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more
accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion.
The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer”
(a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the
information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.             The Purchaser’s intention
is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge
or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale in connection
with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in the case of clause (ii) above
to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt by the
Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge
or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence
acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act
and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by it in connection
with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate) has not been registered
under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge
or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.             The Purchaser has reviewed
the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.             The Purchaser acknowledges
that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the
Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be


 






    Exhibit C-2


     

    

 


reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


5.             The Purchaser hereby undertakes
to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Certificate or
Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto.
This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and future.


 


6.             The Purchaser will not
sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03 of the Pooling
and Servicing Agreement.


 


7.             Check one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below)
and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect
to distributions to be made on the Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or
IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificate
and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such
other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification
expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S.


 





 









**
Each Purchaser must include one of the two alternative certifications.


 


*** Does not apply to a transfer of
Class R Certificates. 







 






    Exhibit C-3


     

    

 


Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.            Please make all payments
due on the Certificates:****


 


		☐	(a)	by wire transfer to the following account at
a bank or entity in New York, New York, having appropriate facilities therefor:



 





	Bank:	 


	ABA #:	 


	Account #:	 


	Attention:	 







 


		☐	(b)	by mailing a check or draft to the following
address:






	 	 
	 	 
	 	 







 


9.            If the Purchaser is purchasing
a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for U.S. federal
income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts or other
pass-through entities by a Disqualified Non-U.S. Tax Person.








	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 





Dated:


 





 






****Only to be filled out by Purchasers
of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only
available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable,
of at least U.S. $5,000,000.


 


 






    Exhibit C-4


     

    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National Association

as Certificate Registrar





Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2 Commercial
Mortgage Pass-Through Certificates, Series 2016-C2 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of May 1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	)          ss.:
	COUNTY OF	)







 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.           I am a [______] of [______]
(the “Purchaser”), on behalf of which I have the authority
to make this affidavit.


 


2.           The Purchaser is acquiring
Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each,
a “REMIC”) designated as the (i)  “Lower-Tier
REMIC” and (ii) “Upper-Tier REMIC“,
respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue
Code of 1986 (the “Code”).


 


3.           The Purchaser is not a
“Disqualified Organization” (as defined below), and
that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the
transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof,
a Disqualified Organization is any of the following: (i) the United States, any State or political subdivision thereof, any


 






    Exhibit D-1-1


     

    

 


possession
of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated by
the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator
(at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.           The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent
for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.           The Purchaser is a Permitted
Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


 


6.           No purpose of the acquisition
of the Class R Certificates is to impede the assessment or collection of tax.


 


7.           The Purchaser will not
cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the Purchaser or any other person.


 


8.           Check the applicable paragraph:


 


☐         The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


 


(i)        the present value of any
consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the present value of
the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


     

    




 


(iii)      the present value of
the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the
tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of
the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two
years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐         The transfer of the
Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the Purchaser is an “eligible
corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R
Certificate will only be taxed in the United States;


 


(ii)       at the time of the transfer,
and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for
financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)      the Purchaser will transfer
the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and


 


(iv)      the Purchaser determined
the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited
to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Purchaser) that it has determined in good faith.


 


☐        None of the above.


 


9.         The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The Purchaser understands
that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.


 


11.       The Purchaser is aware
that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3


     

    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.       The Purchaser represents
that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted Transferee
and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.       The Purchaser consents
to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The Purchaser has reviewed
the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth in the
Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The Purchaser consents
to the designation of the Certificate Administrator as (i) the “representative” of each trust REMIC within the meaning
of Section 6223 of the Code and (ii) the agent of the “tax matters person” 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





Sixth Street and Marquette Avenue





Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2 (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 May 1, 2016 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)         No purpose of the Transferor
relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment
or collection of any tax.


 


(2)         The Transferor understands
that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


 


(3)         The Transferor has at
the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by
Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that
the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual
Certificates may not be


 






    Exhibit D-2-1


     

    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.








	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    Exhibit D-2-2


     

    

  


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan Information
	 
	 	Name of Mortgagor:	
	 	 	
         

        

	 	[Master Servicer]	
          

	 	[Special Servicer] 

Loan No.:	
	 	 	
          

	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, MN 55414

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2
	 	 	 
	 	Custodian/Trustee Mortgage File No.:	
	 	 	 
	Depositor
	 
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        383 Madison Avenue, 31st Floor, New York, New York 10179, Attention:
Kunal K. Singh

         

	 	 	 
	 	Certificates:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2







 


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of JPMDB Commercial
Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 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 May 1, 2016, by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank,


 






    Exhibit E-1


     

    

 


National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and 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

Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer of JPMDB Commercial Mortgage Securities Trust
2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] initial Certificate Balance in the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, Class [E][F][NR] Certificates issued pursuant to that certain Pooling and Servicing
Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee and 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 by reason of investment in the entity by such
a


 






    Exhibit F-1-1


     

    

 





Plan
or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other
than an insurance company using the assets of its “insurance company general account” (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not
constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The Purchaser understands
that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee and Certificate
Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator and the Depositor
to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result
in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Operating
Advisor, the Asset 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, the Trustee,
the Certificate Administrator, the Operating Advisor, the Initial Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.








	 	 	 
	 	Very truly yours,
	 	 	
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







Date: _________


 






    Exhibit F-1-2


     

    




  


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding Class R Certificates


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2



[Transferor]

[______]

[______]

Attention: [______]


 





		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2, Class R Certificates (the “Class R Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and 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 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
to purchase such Class R 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



See Annex B to the Prospectus


 






    Exhibit G-1


     

    




 


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having
an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2” (the “Assignee”),
having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attn: CMBS Trustee – JPMDB 2016-C2, 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

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 





 






		*	Select
appropriate depository.



   






    Exhibit I-1


     

    

  


(1)          the offer of the Certificates
was not made to a person in the United States;


 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)         the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan Chase Commercial
Mortgage Securities Corp.


 





 



 


**Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


  






    Exhibit I-2


     

    

   


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the United States,


 






    Exhibit J-1


     

    




 


[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 





 



 


*
     Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.





 






    Exhibit J-2


     

    

   


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of


 





 






		*	Select
appropriate depository.



 






    Exhibit K-1


     

    

 


Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 











	 	[Insert
Name of Transferor]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 






    Exhibit K-2


     

    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and 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 Purchasers.








	 	 	 
	 	Dated:______________
	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.







 






    Exhibit L-2


     

    

   


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository.


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the United States;


 





 



 


		*	Select
appropriate depository.



 






    Exhibit M-1


     

    

 





[(2)        at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


 


[(2)        the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert
Name of Transferor]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 





 






**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    Exhibit M-2


     

    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the United States,





 



    Exhibit N-1


     

    




 


[(2)       at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


 


[(2)       the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)        no “directed selling
efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable, and


 


(4)        the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert
Name of Transferor]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 





 



 


*    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


 






    Exhibit N-2


     

    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, Class [__]



 


Reference is hereby made to the
Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and 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 Purchasers.


  


	 	[Insert
Name of Transferor]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 






    Exhibit O-2


     

    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Email: trustadministrationgroup@wellsfargo.com;
            cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and 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


 






    Exhibit P-1A-1


     

    

 


assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The undersigned shall
be fully liable for any breach of the 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, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.         Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1A-2


     

    

 


EXHIBIT
P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMDB 2016-C2 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Email:  trustadministrationgroup@wellsfargo.com
              cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: Don Simon, Chief Operating
        Officer

         
	
        Wells Fargo Bank, National Association,

        

        Sixth Street and Marquette Avenue

        

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMDB Commercial Mortgage Securities Trust Series 2016-C2

        

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMDB 2016-C2	
        Midland Loan Services, a Division of
        PNC Bank, National Association

        

        10851 Mastin Street

        

        Overland Park, Kansas 66210 

        Attention:  Executive Vice President
        – Division Head

         

        



		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.          The undersigned is [the
Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The undersigned has received
a copy of the Prospectus.


 






    Exhibit P-1B-1


     

    




 


3.          The undersigned is
not a Borrower Party.


 


4.          The undersigned is requesting
access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned shall
be fully liable for any breach of the 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, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At any time the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification attached
as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          [For use with any party
other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 






    Exhibit P-1B-2


     

    




 


9.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1B-3


     

    

  


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Email: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C2 Asset Manager


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and 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 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, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    Exhibit P-1C-2


     

    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMDB 2016-C2 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: Don Simon, Chief Operating
        Officer

         
	
        Wells Fargo Bank, National Association,

        

        Sixth Street and Marquette Avenue

        

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMDB Commercial Mortgage Securities Trust Series 2016-C2

        

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMDB 2016-C2	
        Midland Loan Services, a Division of
        PNC Bank, National Association

        

        10851 Mastin Street

        

        Overland Park, Kansas 66210

        

        Attention:  Executive Vice President
        – Division Head

         



		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with the Pooling
and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.          The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.          The undersigned is
a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1


     

    




 


[IDENTIFY [EXCLUDED LOAN][EXCLUDED
CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned is not a
Borrower Party with respect to any other Mortgage Loan.


 


3.          The undersigned has received
a copy of the Prospectus.


 


4.          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 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, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To the extent the undersigned
receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such
Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or
personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party
or the


 






    Exhibit P-1D-2


     

    

 


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] 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].


 


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]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMDB 2016-C2 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Email: trustadministrationgroup@wellsfargo.com 

           cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: Don Simon, Chief
Operating Officer
	
        Wells Fargo Bank, National Association,

        

        Sixth Street and Marquette Avenue

        

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMDB Commercial Mortgage Securities Trust Series 2016-C2

        

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMDB 2016-C2	
        Midland Loan Services, a Division of
        PNC Bank, National Association

        

        10851 Mastin Street

        

        Overland Park, Kansas 66210

        

        Attention:  Executive Vice President
        – Division Head

         



		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


THIS NOTICE IDENTIFIES AN “[EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE JPMDB COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C2 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2016-C2 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING
AND SERVICING AGREEMENT.


 


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


  






    Exhibit P-1E-1


     

    




 


2.          The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):



 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance
of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


3.          Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information“)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


5.          The undersigned shall be fully liable for any breach of the 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,


 






    Exhibit P-1E-2


     

    

 


the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          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.


 


9.          The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


10.        The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit P-1E-3


     

    




 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.








	 	 	 
	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:

Title:










Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 






    Exhibit P-1E-4


     

    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com

         

with
a copy to:

         

Wells
Fargo Bank, National Association,

        

8480
Stagecoach Circle

Frederick, Maryland 21701-4747

        

Attention: 
JPMDB Commercial Mortgage Securities Trust Series 2016-C2

         



		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with Section 3.13(b) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.         The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.         The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     

    

 


3.          The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the JPMDB Commercial Mortgage Securities Trust 2016-C2 securitization should be revoked
as to such users:


 





	 
	 
	 







 





4.          The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein have
the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.





	 	 	 
	 	[Directing
Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:

Title:








 


Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 






    Exhibit P-1F-2


     

    




 


	 	 
	 	 
	Name:

Title:	 



 






    Exhibit P-1F-3


     

    

  


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMDB 2016-C2 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Email: trustadministrationgroup@wellsfargo.com 

           cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: Don Simon, Chief
Operating Officer
	
        Wells Fargo Bank, National Association,

        

        Sixth Street and Marquette Avenue

        

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        JPMDB Commercial Mortgage Securities Trust Series 2016-C2

        

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMDB 2016-C2	
        Midland Loan Services, a Division of
        PNC Bank, National Association

        

        10851 Mastin Street

        

        Overland Park, Kansas 66210

        

        Attention:  Executive Vice President
        – Division Head

         



		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.         The undersigned has been
appointed to act as the Directing Certificateholder.


 


2.         The undersigned is not
a Borrower Party.


 


3.         If the undersigned becomes
a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.         [For use with any party
other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to


 






    Exhibit P-1G-1


     

    

 


each
of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.         Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.








	 	 	 
	 	[Directing
Certificateholder]


	 	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage Securities Corp


 






    Exhibit P-1G-2


     

    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), JPMDB Commercial Mortgage Securities Trust
2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee
and 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”);



 


a.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has access to the Depositor’s 17g-5 website; and


 


c.          agrees that 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.


 


The undersigned shall be deemed
to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.


 


Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-2-1


     

    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), JPMDB Commercial Mortgage
Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


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 May 1, 2016 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee
and 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., Markit Group Limited
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, liability or expense incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.



 






    Exhibit P-3-1


     

    




 


		5.	Capitalized terms used but not defined herein shall have
the respective meanings assigned thereto in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-3-2


     

    




 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and 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.


 






    Exhibit Q-1


     

    

 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:

Title:




 






    Exhibit Q-2


     

    




 


SCHEDULE
A


 


	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York  10179	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMDB 2016-C2 Asset Manager

Telecopy Number:  (704) 715-0036
	 	 
	Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York  10022

Attention:  CMBS Surveillance

Facsimile No.:  (646) 731-2395	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
	 	 
	
        Moody’s Investors Service, Inc.

        

        7 World Trade Center

        250 Greenwich Street

        New York, New York 10007

        Attention: Commercial Mortgage Surveillance Group

        E-mail: CMBSSurveillance@moodys.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2

Telecopy Number:  (410) 715 2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Fitch Ratings, Inc.

        One State Street Plaza

        New York, New York 10004

        Attention: Commercial Mortgage Backed Securities Surveillance

        Facsimile No.: (212) 635-0295

        

        E-mail: info.cmbs@fitchratings.com

        
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  CMBS Trustee JPMDB 2016-C2

Telecopy number:  (302) 636-4140

Email:  CMBSTrustee@wilmingtontrust.com
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York  14228

Attention:  Don Simon, Chief Operating Officer	
        [DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]

         

	 	 
	 	[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]
	 	 



 






    Exhibit Q-3


     

    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C2 Asset Manager

Telecopy Number: (704) 715-0036


 





 






 SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business
at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to that Pooling
and Servicing Agreement dated as of May 1, 2016 (the “Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as Master Servicer (in such capacity, the
“Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer, hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks,
drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters
of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed
of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform
same to the original intent of the parties thereto or to correct title errors discovered after such 



 






    Exhibit R-1-1


     

    

 


title
insurance was issued; provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien
of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.




 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.




 


		5.	The completion of loan assumption agreements.




 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.




 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.




 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.




 


		9.	The full enforcement of and preservation of the Trustee’s
interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited
to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the
termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions
or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and
the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and
all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;





 


		b.	the preparation and issuance of statements of breach or non-performance;





 


		c.	the preparation and filing of notices of default and/or notices of sale;





 


		d.	the cancellation/rescission of notices of default and/or notices of sale;





 


		e.	the taking of deed in lieu of foreclosure;





 






    Exhibit R-1-2


     

    

 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;





 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;





 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and





 


		i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:





 


		a.	listing agreements;





 


		b.	purchase and sale agreements;





 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;





 


		d.	escrow instructions; and





 


		e.	any and all documents necessary to effect the transfer of property.





 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.





 


		12.	The execution and delivery of the following:





 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or 



 






    Exhibit R-1-3


     

    

 


condemnation
awards to the restoration of the related Mortgaged Property or otherwise, documents relating to the management, operation, maintenance,
repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect
to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers),
documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with
respect to the Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure
any Mortgage Loan and any other consents.


 


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, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


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.


 


Solely to the extent that the Master Servicer has the power to delegate
its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given to it by
Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations
and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


 


Nothing contained herein shall: (i) limit in any manner any indemnification
provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the
Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or proceeding
in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Master Servicer receives
any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer shall
promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the powers
granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby agrees to indemnify and hold the 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


 






    Exhibit R-1-4


     

    

 


nature whatsoever incurred by reason or result
of the negligent use, or negligent or willful 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 the
Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be governed
by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise of the
power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in
full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for JPMDB Commercial Mortgage Securities Trust 2016-C2, has caused its corporate seal to be hereto affixed and these presents to
be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.








	 	 	 
	 	Wilmington Trust, National Association, as Trustee for JPMDB Commercial Mortgage Securities Trust 2016-C2
	 	 	 
	 	By:	 
	 	 	Name:

Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:
	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 







 






    Exhibit R-1-5


     

    

 


State
of Delaware}





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 Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.








	 	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 







 






    Exhibit R-1-6


     

    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE 

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


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


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business
at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”) pursuant to that Pooling
and Servicing Agreement dated as of May 1, 2016 (the “Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wells Fargo Bank,
National Association, as certificate administrator, the Trustee and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, relating to the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2, hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s
officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with respect to the Mortgage Loans
and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.





 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to conform 



 






    Exhibit R-2-1


     

    

 


same
to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided
that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or deed of
trust as insured and (ii) otherwise conforms to the provisions of the Agreement.


 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or
repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;





 


		b.	the preparation and issuance of statements of breach or non-performance;





 






    Exhibit R-2-2


     

    

 


		c.	the preparation and filing of notices of default and/or notices of sale;





 


		d.	the cancellation/rescission of notices of default and/or notices of sale;





 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or the related promissory note;





 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;





 


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and





 


		i.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:





 


		a.	listing agreements;





 


		b.	purchase and sale agreements;





 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;




  


		d.	escrow instructions; and





 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 






    Exhibit R-2-3


     

    

 


		a.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage or other security document in the related
Mortgage File or the related Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured
by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower,
consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties,
documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, management agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or
zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral
that now secures or hereafter may secure any Mortgage Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


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, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


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.


 


Solely to the extent that the Special Servicer has the power to delegate
its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given to it by
Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations
and duties by executing such additional powers of


 






    Exhibit R-2-4


     

    

 


attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any indemnification
provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the
Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or proceeding
in the name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement. If the Special
Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association (solely in
its capacity as Trustee), then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or limit the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the 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 negligent use, or negligent or willful 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 Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be governed
by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for JPMDB Commercial Mortgage Securities Trust 2016-C2, has caused its corporate seal to be hereto affixed and these presents to
be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.








	 	 	 	 
	Wilmington Trust, National Association,
	as Trustee for JPMDB Commercial Mortgage Securities Trust 2016-C2
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	 	 	Name:	 



 






    Exhibit R-2-5


     

    




 


	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 







 






    Exhibit R-2-6


     

    

 


State of Delaware}





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 Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	 	 	 
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 


 






    Exhibit R-2-7


     

    

 


EXHIBIT S


 


INITIAL COMPANION HOLDERS


 


	Loan	Companion Holder
	Quaker Bridge Mall	
        Note A-2

         

        Column Financial, Inc.

         

        NOTICE ADDRESS:

         

        Column Financial, Inc.

        One Madison Avenue

        New York, New York 10010

        Legal and Compliance Department

        Attention: Sarah Nelson

        Facsimile No.: (917) 326-8433

        

         

        Note B-1 and Note B-2

         

        Teachers Insurance and Annuity Association of America

         

        NOTICE ADDRESS:

         

        Teachers Insurance and Annuity Association of America

        730 Third Avenue

        New York, New York 10017

        Attention: Mr. Mike Lembo

         

        WIRE TRANSFER INSTRUCTION:

         

        


JP Morgan Chase Bank


Houston, Texas


ABA 021-000-021


Acct Name: TIAA Clearing


Acct Number: 699639753


Ref: TIAA Loan Number 18-0800900










        

         

	787 Seventh Avenue	
        Notes A-1, A-2, A-3, A-4, A-5 and A-6 and Note B

         

        Wilmington Trust, National Association for the Holders of COMM
2016-787S Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-787S 




 






    Exhibit S-1


     

    




 


		
        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee COMM 2016-787S

         

        Note A-7

         

        Wilmington Trust, National Association for the Holders of DBJPM 2016-C1
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee DBJPM 2016-C1

         

	100 East Pratt	
        Notes A-2, A-3, A-5 and A-6 

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS:

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        

        200 Liberty Street

        

        New York, NY 10281 




 






    Exhibit S-2


     

    

 


	 	Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666
	Sanofi Office Complex	
        Notes A-1-A, A-1-B, A-2-A and A-2-B 

         

        Wilmington Trust, National Association for the Holders of Wells Fargo
        Commercial Mortgage Trust 2016-C33, Commercial Mortgage Pass-Through Certificates, Series 2016-C33

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee WFCM 2016-C33

         

	Williamsburg Premium Outlets	
        Note A-1 and Note A-6

         

        Wilmington Trust, National Association for the Holders of DBJPM 2016-C1
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee DBJPM 2016-C1

         

        Note A-3 and Note A-4

         

        Wilmington Trust, National Association for the Holders of COMM 2016-DC2
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee COMM 2016-DC2

         

        Note A-5-B

        




 






    Exhibit S-3


     

    




 


	 	 

                                                                                                                                                      German American Capital Corporation





60 Wall Street, 10th Floor





New York, New York 10005





Attention: Robert W. Pettinato, Jr./Lainie Kaye

Facsimile No.: (212) 797-4489/4487


 


-and-



German American Capital Corporation





60 Wall Street, 10th Floor





New York, New York 10005

Attention: General Counsel





Facsimile No.: (646) 736-5721


 


with a copy to:



Cadwalader, Wickersham & Taft LLP





One World Financial Center





New York, New York 10281





Attention: Robert Kim, Esq.





Facsimile No.: (212) 504-6666







	Four Penn Center	
        Note A-2

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        

        200 Liberty Street

         

        New York, NY 10281
 

        




 






    Exhibit S-4


     

    

 


	 	Attention: Lisa Pauquette

        Facsimile No.: (212) 504-6666
	Equity Inns Portfolio	
        Note A-1-A and Note A-4-A

         

        Wilmington Trust, National Association for the Holders of COMM 2015-LC23
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2015-LC23

         

        NOTICE ADDRESS:

        Wilmington Trust, National Association

        

        1100 North Market Street

        

        Wilmington, Delaware
        19890

        Attention: CMBS Trustee COMM 2015-LC23

         

        Note A-2-A1 and Note A-5-A

         

        Wilmington Trust, National Association for the Holders of COMM 2016-CCRE28
        Mortgage Trust Commercial Mortgage Pass-Through Certificates

         

        NOTICE ADDRESS:

        Wilmington Trust, National Association

        

        1100 North Market
        Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee COMM 2015-CCRE28

         

        Note A-1-B, A-2-A2, A-2-B and Note A-3

         

        Ladder Capital Finance LLC

         

        NOTICE ADDRESS:

        

        Ladder Capital Finance I LLC

        

        345 Park Avenue, 8th Floor

        

        New York, New York 10154

        

        Attention: Pamela McCormack

        Telecopier: 212-715-3199

        

	One Harbor Point Square	
        Note A-1

         

        Citigroup Global Markets Realty Corp.

         

        NOTICE ADDRESS:

         

        Citigroup Global Markets Realty Corp.

390 Greenwich Street, 7th Floor 




 






    Exhibit S-5


     

    




 


	 	New York, New York 10013

Attention: Ana Rosu Marmann

Facsimile No.: (646) 328-2938


 


with a copy to:


 

Citigroup Global Markets Realty Corp.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Telecopier: (212) 723-8599

paul.t.vanderslice@citi.com


 


Citigroup Global Markets Realty Corp.





388 Greenwich Street, 19th Floor 


New York, New York 10013





Attention: Richard Simpson 


Telecopier: (646) 328-2943





E-mail: richard.simpson@citi.com





 


Ryan M. O’Connor





Telecopier: (646) 328-2943

E-mail: ryan.m.oconnor@citi.com





 


Orrick, Herrington & Sutcliffe LLP





51 West 52nd Street





New York, New York 10019





Attention: Janet Barbiere





Telecopier: (212) 506-5151





E-mail: jbarbiere@orrick.com


 




	Naples Grande Beach Resort	
        Note A-1

         

        Wilmington Trust, National Association for the Holders of JPMBB Commercial
        Mortgage Securities Trust 2016-C1, Commercial Mortgage Pass-Through Certificates, Series 2016-C1

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMBB 2016-C1

         

        Note A-2 




 






    Exhibit S-6


     

    




 


	 	Wilmington Trust, National Association for the Holders of DBJPM 2016-C1
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee DBJPM 2016-C1


 




	Palisades Center	
        Notes A-1-A, A-2-A, Notes B-1, B-2, Notes C-1, C-2 and Notes D-1,
        D-2

         

        Wilmington Trust, National Association for the Holders of Palisades
        Center Trust 2016-PLSD Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee Palisades Center Trust 2016-PLSD

        

        

        

	Sun MHC Portfolio	
        Note A-1

         

        Wilmington Trust, National Association for the Holders of COMM 2016-DC2
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-DC2

         

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee COMM 2016-DC2

        

	Hall Office Park A1/G1/G3	
        Note A-1

         

        Wilmington Trust, National Association for the Holders of DBJPM
2016-C1 Mortgage Trust 




 






    Exhibit S-7


     

    

 


	 	Commercial Mortgage Pass-Through Certificates, Series 2016-C1


 


NOTICE ADDRESS:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee DBJPM 2016-C1






 






    Exhibit S-8


     

    

 

EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE
LOANS


 


[Date]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: [COMM 2016-787S][WFCM 2016-C33][DBJPM 2016-C1][COMM 2015-LC23][JPMBB 2016-C1][Palisades Center Trust 2016-PLSD][COMM
2016-DC2] Asset Manager

Telecopy Number: (704) 715-0036]


 


[ADDRESS OF THE ONE HARBOR POINT SQUARE MASTER SERVICER]


 


VIA FACSIMILE


 


		Re:	JPMDB
Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


Dear [__________]:


 


[Wells Fargo Bank, National Association]
[INSERT NAME OF THE ONE HARBOR POINT SQUARE MASTER SERVICER], is the master servicer (the “Non-Serviced Master Servicer”)
for [the 787 Seventh Avenue Whole Loan][the Sanofi Office Complex Whole Loan][the Williamsburg Premium Outlets Whole Loan][the
Equity Inns Portfolio Whole Loan][the One Harbor Point Square Whole Loan][the Naples Grande Beach Resort Whole Loan][the Palisades
Center Whole Loan][the Sun MHC Portfolio Whole Loan][the Hall Office Park A1/G1/G3 Whole Loan], as such term is defined under the
Pooling and Servicing Agreement, dated May 1, 2016 (the “2016-C2 Pooling and Servicing Agreement”) by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “2016-C2 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), Wilmington Trust, 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 2016-C2 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case
may be, to the 2016-C2 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 787 Seventh Avenue Mortgage Loan][the Sanofi Office Complex
Mortgage Loan][the Williamsburg Premium Outlets Mortgage Loan][the Equity Inns Portfolio Mortgage Loan][the One Harbor Point Square
Mortgage Loan][the Naples Grande Beach Resort Mortgage Loan][the


 






    Exhibit T-1


     

    

 


Palisades
Center Mortgage Loan][the Sun MHC Portfolio Mortgage Loan][the Hall Office Park A1/G1/G3 Mortgage Loan] (as such term is defined
in the 2016-C2 Pooling and Servicing Agreement) under [the 787 Seventh Avenue Intercreditor Agreement][the Sanofi Office Complex
Intercreditor Agreement][the Williamsburg Premium Outlets Intercreditor Agreement][the Equity Inns Portfolio Intercreditor Agreement][the
One Harbor Point Square Intercreditor Agreement][the Naples Grande Beach Resort Intercreditor Agreement][the Palisades Center
Intercreditor Agreement][the Sun MHC Portfolio Intercreditor Agreement][the Hall Office Park A1/G1/G3 Intercreditor Agreement]
(as defined in the 2016-C2 Pooling and Servicing Agreement).


 


[The 787 Seventh Avenue Mortgage
Loan][The Sanofi Office Complex Mortgage Loan][The Williamsburg Premium Outlets Mortgage Loan][The Equity Inns Portfolio Mortgage
Loan][The One Harbor Point Square Mortgage Loan][The Naples Grande Beach Resort Mortgage Loan][The Palisades Center Mortgage Loan][The
Sun MHC Portfolio Mortgage Loan][The Hall Office Park A1/G1/G3 Mortgage Loan] [is][is not] a Significant Obligor (as such term
is defined in the 2016-C2 Pooling and Servicing Agreement) under the 2016-C2 Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter.


 


Date:_________________________





	 	 	 
	 	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the JPMDB
    Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2
	 	 	 
	 	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	Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York  10022

Attention:  CMBS Surveillance

Facsimile No.:  (646) 731-2395
	 

                                                                     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:	Wells Fargo Bank, National Association, in its capacity
as Master Servicer under the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 






    Exhibit U-1


     

    

 


Reference is made to the Pooling
and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


 


As Servicer under the Pooling
and Servicing Agreement, we hereby:


 


(a)   
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____a full defeasance of the entire
principal balance of the Mortgage Loan; or


 


____a partial defeasance of a portion
of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______% of the
entire principal balance of the Mortgage Loan;


 


(b)          Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)           
The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)          The defeasance was consummated on __________, 20__.


 


(iii)         The defeasance collateral consists of securities that (i) constitute “government securities” as defined in
Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments
for ‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)          The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






    Exhibit U-2


     

    




 


(vi)         The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the
proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal
year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 


(ix)          The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined
below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent
of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most
recent Distribution Date Statement received by us (the “Current Report”).


 


(x)           The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in


 






    Exhibit U-3


     

    

 


the
defeasance collateral and that the documents executed in connection with the defeasance are enforceable in accordance with their
respective terms.


 


(c)           Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
      Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)   
     Agree to provide copies of all items listed in Exhibit B to you upon request.


 






    Exhibit U-4


     

    

 


IN WITNESS WHEREOF, the Master
Servicer has caused this Notice and Certification to be executed as of the date captioned above.








	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit U-5


     

    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR ANNUAL
REPORT1


 


Report Date: After the occurrence and during
the continuance of a Control Termination Event, this report will be delivered annually no later than [INSERT DATE], pursuant to
the terms and conditions of the Pooling and Servicing Agreement.

Transaction: J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2016-C2

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: BlackRock Realty Advisors, Inc., as agent for its managed account


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this
Report



 


		1.	The Special Servicer has notified the Operating Advisor that [n]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[n] of those Specially Serviced Loans are still being
analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [n]
of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status
Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements and
qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited
review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the
Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 






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


     

    




 


In connection with the assessment
set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment
of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations
and net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[n] Specially Serviced Loans: [List applicable Mortgage Loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling
and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value
calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Loans 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), re-engineer the quantitative aspects of their net present value
calculator, visit any 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 Appraisal Reduction Amount calculations is limited to the mathematical
accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and
as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection
with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special
Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST].
The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action
to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with]
the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		a.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan prior to the utilization by the Special Servicer.



 






    Exhibit V-2


     

    

 


		b.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		c.	After consultation with the Special Servicer 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, such
inaccuracy [has been/ has not been] resolved.



 


		4.	The following is a general discussion of certain concerns raised
by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		5.	In addition to the other information presented herein, the Operating
Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions
Related to this Report



 


		1.	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 directly. As such, the Operating Advisor generally
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.



 


		2.	The Special Servicer has the legal authority and responsibility to
service the 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.



 


		3.	Confidentiality and other contractual limitations limit the Operating
Advisor’s ability to outline the details or substance of the discussions 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.



 


		4.	There are many tasks that the Special Servicer undertakes on an on-going
basis related to Specially Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions,
capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating
Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors
directly. If the investors have questions regarding this report, they should address such questions to the Certificate Administrator
through the Certificate Administrator’s Website.



 


 






    Exhibit V-3


     

    

 


Terms used but not defined herein have the meaning
set forth in the Pooling and Servicing Agreement dated May 1, 2016.


 






    Exhibit V-4


     

    

 


 EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMDB 2016-C2

Telecopy number: (302) 630-4140


 


Wells Fargo Bank, National Association

as Certificate Administrator





9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2





Telecopy Number: (410) 715-2380


 


Midland Loan Services, a Division of PNC Bank, National Association

as Special Servicer

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head





Telecopy Number: 1-888-706-3565


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2,
Commercial Mortgage Pass-Through Certificates, Series 2016-C2, 

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 May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of JPMDB Commercial Mortgage Securities Trust
2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2 (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.


 






    Exhibit W-1


     

    




 





Based upon our review of the
Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing
Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its current capacity
as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing
Standard]. The following factors support our assessment: [________].


 


Based upon such assessment, we
further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be removed as Special Servicer
and that [________] be appointed its successor in such capacity.








	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:

Title:













Dated:


 






    Exhibit W-2


     

    




 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C2 Asset Manager

Telecopy Number: (704) 715-0036


 


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:	Access to Certain Information Regarding JPMDB Commercial
Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 2016-C2



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Pooling
and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and 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.


 


[Wells Fargo Bank, National Association (“Wells
Fargo”)/Midland Loan Services, a Division of PNC Bank, National Association (“Midland”)] understands
that [____] (the “Company”) is requesting certain confidential
or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The
Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights the
Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells Fargo/Midland] will provide the Company
with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/Midland]


 






    Exhibit X-1


     

    

 





[_____] [__], 20[__]

Page 2


 







by third parties, (b) may not have been verified by [Wells Fargo/Midland], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/Midland], the [“Master Servicer”/“Special Servicer”]
(as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Wells Fargo/Midland]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Wells Fargo/Midland]; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Wells Fargo/Midland]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo/Midland]’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/Midland]’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or
any successor or replacement system (“System”). [Wells
Fargo/Midland] may cease or defer providing the Company with Confidential Information in the event that (a) the Company or
its Representatives violate any provision hereof, or (b) [Wells Fargo/Midland] determines (in its sole discretion) that such
termination is necessary for any reason, including its determination that such action is required pursuant to the terms of the
Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo/Midland] shall cease
to provide the Company with Confidential Information if [Wells Fargo/Midland] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/Midland] determines that the provision, notice
or access to such Confidential Information would violate the accepted servicing practices or servicing standards as defined in
the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential
Information hereunder shall survive the termination of the Company’s access to the Confidential Information. [Wells Fargo/Midland]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and it shall
not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person or entity,
other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need to know the
information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company acknowledges
(i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this


 






    Exhibit X-2


     

    

 





[_____] [__], 20[__]

Page 3


 







letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/Midland] intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells Fargo/Midland]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect to
the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 






    Exhibit X-3


     

    




 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:]
	 	 	 	 	 
	 	 	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:]
	 	 	 	 	 
	CONFIRMED AND AGREED TO:

                     

                     [COMPANY NAME]
	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 







 






    Exhibit X-4


     

    

 


EXHIBIT
Y


 


FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.             I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered
by this report on Form 10-K, of the JPMDB Commercial Mortgage Securities Trust 2016-C2 (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) Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Custodian, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor;


 


(B) Wells Fargo Bank, National
Association, as Primary Servicer for the 787 Seventh Avenue Mortgage Loan, Wells Fargo Bank, National Association, as Special Servicer
for the 787 Seventh Avenue Mortgage Loan, Wilmington Trust, National Association, as Trustee


 






    Exhibit Y-1


     

    

 


for
the 787 Seventh Avenue Mortgage Loan, and Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian for
the 787 Seventh Avenue Mortgage Loan;


 


(C) Wells Fargo Bank, National
Association, as Primary Servicer for the Sanofi Office Complex Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer
for the Sanofi Office Complex Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Sanofi Office Complex Mortgage
Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Sanofi Office Complex Mortgage
Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the Sanofi Office Complex Mortgage Loan;


 


(D) Wells Fargo Bank, National
Association, as Primary Servicer for the Williamsburg Premium Outlets Mortgage Loan, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer for the Williamsburg Premium Outlets Mortgage Loan, Wilmington Trust, National Association,
as Trustee for the Williamsburg Premium Outlets Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator
and Custodian for the Williamsburg Premium Outlets Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for
the Williamsburg Premium Outlets Mortgage Loan;


 


(E) Wells Fargo Bank, National
Association, as Primary Servicer for the Equity Inns Portfolio Mortgage Loan, LNR Partners, LLC, as Special Servicer for the Equity
Inns Portfolio Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Equity Inns Portfolio Mortgage Loan, Wells
Fargo Bank, National Association, as Certificate Administrator and Custodian for the Equity Inns Portfolio Mortgage Loan, and Park
Bridge Lender Services LLC, as Operating Advisor for the Equity Inns Portfolio Mortgage Loan;


 


(F) [AFTER ONE HARBOR POINT SQUARE
PARI PASSU NOTE A-1 SECURITIZATION DATE:][[______], as Primary Servicer for the One Harbor Point Square Mortgage Loan, [______],
as Special Servicer for the One Harbor Point Square Mortgage Loan, [______], as Trustee for the One Harbor Point Square Mortgage
Loan, [______], as Certificate Administrator and Custodian for the One Harbor Point Square Mortgage Loan, and [______], as Operating
Advisor for the One Harbor Point Square Mortgage Loan;]


 


(G) Wells Fargo Bank, National
Association, as Primary Servicer for the Naples Grande Beach Resort Mortgage Loan, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer for the Naples Grande Beach Resort Mortgage Loan, Wilmington Trust, National Association,
as Trustee for the Naples Grande Beach Resort Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator
and Custodian for the Naples Grande Beach Resort Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the Naples
Grande Beach Resort Mortgage Loan;


 


(H) Wells Fargo Bank, National
Association, as Primary Servicer for the Palisades Center Mortgage Loan, Wells Fargo Bank, National Association, as Special Servicer
for the Palisades Center Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Palisades Center Mortgage Loan,
and Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Palisades Center Mortgage Loan;


 






    Exhibit Y-2


     

    




 


(I) Wells Fargo Bank, National
Association, as Primary Servicer for the Sun MHC Portfolio Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer for
the Sun MHC Portfolio Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Sun MHC Portfolio Mortgage Loan,
Deutsche Bank Trust Company Americas, as Certificate Administrator and Custodian for the Sun MHC Portfolio Mortgage Loan, and Park
Bridge Lender Services LLC, as Operating Advisor for the Sun MHC Portfolio Mortgage Loan; and


 


(J) Wells Fargo Bank, National
Association, as Primary Servicer for the Hall Office Park A1/G1/G3 Mortgage Loan, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer for the Hall Office Park A1/G1/G3 Mortgage Loan, Wilmington Trust, National Association,
as Trustee for the Hall Office Park A1/G1/G3 Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator
and Custodian for the Hall Office Park A1/G1/G3 Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the
Hall Office Park A1/G1/G3 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-3


     

    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.	



 





I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:










 


1.            I (or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__]
(the “Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form
10-K (collectively, with the Form 10-K, the “Reports”);


 


2.            Based on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Reports and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee,
the custodian, the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.             I (or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and


 






    Exhibit Z-1-1


     

    

 


except
as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects; and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate
Administrator or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
to be included in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed
in the Form 10-K and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed
by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





		 	 	Name:

Title:





 






    Exhibit Z-1-2


     

    

 


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.	



 





I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:










 


1.             I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided
by the Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for
the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.             Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.             Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for


 






    Exhibit Z-2-1


     

    

 





inclusion
in the Reports for the period covered by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.             I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master
Servicer compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in
the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.             The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master
Servicer or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


 


This Certification is being signed
by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the
Pooling and Servicing Agreement.


 


Dated: ____________________________


 





		 	 	Name:

Title:





 






    Exhibit Z-2-2


     

    

 


EXHIBIT Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.	



 





I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:










 


1.             I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided
by the Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.             Based on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer
Periodic Information;


 


4.             I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special
Servicer’s compliance statement required to be delivered under Article XI of the Pooling


 






    Exhibit Z-3-1


     

    

 


and
Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer
Periodic Information, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects;


 


5.             The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special
Servicer or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed
by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement.


 


Dated: ____________________________


 





		 	 	Name:

Title:





 






    Exhibit Z-3-2


     

    

 


EXHIBIT Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.	



 





I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:










 


1.             I (or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and
Servicing Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee,
collectively, the “Trustee Periodic Information”);


 


2.             Based on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.             I (or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the


 






    Exhibit Z-4-1


     

    

 


Trustee
Periodic Information, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;
and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee
or any Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is being signed
by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


 


Dated: ____________________________


 


		 	 	Name:

Title:


 






    Exhibit Z-4-2


     

    

 


EXHIBIT Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.	



 





I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:







 


1.             I (or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Operating
Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.             Based on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.             The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in


 






    Exhibit Z-5-1


     

    

 


order
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and


 


5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating
Advisor or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed
by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under
the Pooling and Servicing Agreement.


 


Dated: ____________________________


 





		 	 	Name:

Title:


 






    Exhibit Z-5-2


     

    

  


EXHIBIT Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.	



 





I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:










 


1.            I (or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and
Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”);


 


2.            Based on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.            Based on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.            I (or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the





 






    Exhibit Z-6-1


     

    

 


Custodian
Periodic Information, the Custodian has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;
and


 


5.            All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian
or any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is being signed
by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement.


 


Dated: ____________________________


 





		 	 	Name:

Title:





 






    Exhibit Z-6-2


     

    

  





EXHIBIT Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial
Mortgage Pass-Through Certificates, Series 2016-C2, issued pursuant to the Pooling and Servicing Agreement dated as of May 1,
2016 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee and 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.


  


	 	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        Master Servicer

        Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        Master Servicer

        Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer

        Special Servicer

Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator

        Master Servicer

Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator

        Master Servicer

Special Servicer




 


 



 


1 Only to the extent that the Trustee
was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 



    Exhibit AA-1 


     

    

 


	 	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator

        Master Servicer

Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator

        Master Servicer

Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset 	Master
    Servicer

    Special Servicer



 






    Exhibit AA-2 


     

    

 


	 	Servicing
    Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	 	documents.	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3 


     

    

 


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the
“Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling
and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this JPMDB 2016-C2 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 1A:   Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(13) of Regulation AB

         
	
         

        ·     Certificate
        Administrator

         

	
         

        Item 1B:   Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB

         

        ·     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:
	·     Master
        Servicer (excluding information for




 






    Exhibit BB-2 


     

    

 


	 
Item on Form 10-D	Party Responsible
	
         


        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect to
        a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly and
        annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
        and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
        Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however, that for
        a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim
        period is required and, if such information for a prior period was required but not previously reported, such information for such
        prior period; and

         

        (c) the information shall be reportable in the Form 10-D that relates
        to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the
        “Party Responsible” as described in clause (b) above.

         
	

        which
the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         

	
         

        Item 7:   Change in Sponsor Interest in the Securities:

         

        ·     Item
        1124 of Regulation AB
	 

                                                                                ·     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

	
         

        Item 8:   Significant Enhancement Provider Information:
	 

                                                                                                                                                                               ·     Depositor




 






    Exhibit BB-3 


     

    

 


	 
Item on Form 10-D	Party Responsible
	
        

       ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB
	 
	
         

        Item 9:   Other Information, but only to the extent of any information
        that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant
        to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the
        period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.

         
	
         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of this Agreement) and the Collection Account as of the related Distribution
        Date and the preceding Distribution Date)

         

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent 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

         




 






    Exhibit BB-4 


     

    

 


	 
Item on Form 10-D	Party Responsible
	
         

        Item 10:   Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no event be construed
        to make such party responsible for the initial filing of this 

         

        provided further, in each case, that in the event any
        reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the
        responsible party.

	
         

        Item 10:   Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	
         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
        the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
        contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or
        a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

         

	
         

        Item 10:   Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
report the information on 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 
	·     Depositor



 






    Exhibit BB-5 


     

    

 


	 

    Item on Form 10-D	Party Responsible
	

        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.

         
	
        

         

	
        Item 10:   Exhibits (no. 24)





        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but
        only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is
        signed pursuant to a power of attorney.

         
	
        ·     Certificate
        Administrator

         

	
        Item 10:   Exhibits (no. 99)





        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	
        ·     Not
        Applicable.

         

	
        Item 10:   Exhibits (no. 100)





        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	
        ·     Not
        Applicable.

         

	
        Item 10:   Exhibits (By Operation of Item 8 Above), but only to the extent
        of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure”
        pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure”
        during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K
        Disclosure”.

         
	
        ·     Certificate
Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special
Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K);
provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
or Certificate Administrator, then the Depositor shall be the responsible party for 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 JPMDB 2016-C2 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	
         

        Item on Form 10-K
	Party Responsible
	
         

        Item 1B:   Unresolved Staff Comments

         
	
         

        ·     Depositor

         

	
         

        Item 9B:   Other Information, but only to the extent
        of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K Disclosure”
        pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously
	
         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         



 






    Exhibit CC-1 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
        reported as “Additional Form 8-K Disclosure” or
as “Additional Form 10-D Disclosure”
	 
	
         

        Item 15:   Exhibits, Financial Statement Schedules
(SEE BELOW)
	
         

        SEE BELOW

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
         

        ·     The
        applicable Mortgage Loan Seller

         

         

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        2 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	
         

        ·     The
        Depositor

         

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        3 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect to
        a party or
	
         

        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)



 






    Exhibit CC-2 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
        property (if any) identified as a “significant obligor”
        in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly and
        annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
        and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
        Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however, that for
        a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year
        and interim period is required and, if such information for a prior period was required but not previously reported, such information
        for such prior period; and

         

        (c) the information shall be reportable only to the extent that is has
        not previously been reported as “Additional Form 10-D Information”.

         
	 
	
         

        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	
         

         

         

        ·     Depositor

	
         

        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item 1117 of Regulation
        AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to
        security holders)
	
         

        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
(as to itself)



 






    Exhibit CC-3 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	 	
         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships and Related
        Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that is, the
        nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party
        listed under this item as a “Party Responsible”; provided, however, that an affiliation need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as
        “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character of any
        business relationship, agreement, arrangement, transaction or understanding that is entered
	
         

        ·     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Trustee

         

        ·     Asset
        Representations Reviewer

         

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party no longer constitutes an originator of 10% or



 






    Exhibit CC-4 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
        into outside the ordinary course of business or is on terms other than
        would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2016-C2 transaction)
        between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed
        within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “

Additional Form 10-K Disclosure”.

         

        

and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including the
        terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-C2 transaction or the
        Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand,
        and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need
        not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for
        purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K
	
        more of the assets of the Trust).

         

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

         

        ·     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party no longer constitutes a material party for purposes of Regulation AB.

         

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.



 






    Exhibit CC-5 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
        Disclosure”.

         
	 
	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships and Related
        Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character of any
        business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of
        business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-C2 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates
	
         

        ·     The
        Depositor

         

        ·     Each
        Mortgage Loan Seller



 






    Exhibit CC-6 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
        and (C) need not be disclosed for purposes of the applicable Form 10-K
        if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including the
        terms and approximate dollar amount) of any specific relationship involving or related to the Series 2016-C2 transaction or the
        Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need
        not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for
        purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         
	 
	
         

        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or succession
        (Exhibit No. 2 of Item 601 of Regulation S-K)
	
         

        ·     Depositor

	
         

        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of
        Item 601 of Regulation S-K)
	
         

        ·     Depositor



 






    Exhibit CC-7 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
         

        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)
	
         

        ·     Trustee

         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no event be construed
        to make such party responsible for the initial filing of this Agreement

         

        provided further, in each case, that in the event any
        reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the
        responsible party.

	
         

        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	
         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
        the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
        contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or
        a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	
         

        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit No. 11
        of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of Item 601
        of Regulation S-K)
	
         

        ·     Not
        Applicable.



 






    Exhibit CC-8 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
         

        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB, or quarterly
        report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of Item 601
        of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of Item 601
        of Regulation S-K)
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)
	
         

        ·     Depositor.

	
         

        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security Holders
        (Exhibit No. 22 of Item 601 of Regulation S-K).
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by
        reference in the Depositor’s registration statement and (b) the
	
         

        ·     Depositor



 






    Exhibit CC-9 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Agreement.	 
	
         

        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation report
        rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Agreement.
	
         

        ·     Master
        Servicer

         

        ·     Special
        Servicer

         

        ·     Depositor

         

        ·     Any
        other Servicing Function Participant

         

        provided, however, in each case, that such party shall
        have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such party is required
        to deliver or cause the delivery of the related attestation report.

	
         

        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but
        only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is
        signed pursuant to a power of attorney.
	
         

        ·     Certificate
        Administrator

	
         

        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601
        of Regulation S-K).
	
         

        ·     Not
        Applicable

	
         

        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item
        601 of Regulation S-K).
	
         

        ·     Delivery
        of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
        Agreement.

	
         

        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 33)
	
         

        ·     Delivery
        of this exhibit (annual compliance



 






    Exhibit CC-10 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
         

        Report on assessment of compliance with servicing criteria for asset-backed
        securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	assessment) is governed by Section 11.10 (and Section 11.07) of this Agreement.
	
         

        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing criteria
        for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	
         

        ·     Delivery
        of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Agreement.

	
         

        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of Regulation
        S-K).
	
         

        ·     Delivery
        of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Agreement.

	
         

        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities (Exhibit
        No. 36 of Item 601 of Regulation S-K).
	
         

        ·     Depositor.

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent
        of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure”
        pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure”
        during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K
        Disclosure”.
	
         

        ·     Certificate
        Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
        for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special
        Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).



 






    Exhibit CC-11 


     

    

 


	
         

        Item on Form 10-K
	Party Responsible
	
        Item 15: Exhibit (no. 101)

         

        Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	
         

        ·     Not
        Applicable

	
        Item 15: Exhibit (no. 102)

         

        Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).
	
         

        ·     [Certificate
        Administrator]

         

        ·     [Depositor]

	
        Item 15: Exhibit (no. 103)

         

        Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).
	
         

        ·     [Certificate
        Administrator]

         

        ·     [Depositor]








 



    Exhibit CC-12 


     

    

 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the
“Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report
to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form
8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer
or Special Servicer, as the case may be. For this JPMDB 2016-C2 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.





 


	
         

        Item on Form 8-K
	Party Responsible 
	
         

        Item 1.01: Entry into a Material Definitive Agreement

         
	
         

        ·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
        8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
        securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or
        definitive agreement 




 






    Exhibit DD-1 


     

    

 


	
         

        Item on Form 8-K
	Party Responsible 
	 	
        that satisfies all the following conditions: (a)
such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged
by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
in connection with any amendment to this Agreement.

	
         

        Item 1.02: Termination of a Material Definitive Agreement– Part
        1 of 2 Parts
	
         

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
        the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
        contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or
        a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however,
        that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.

	
         

        Item 1.02: Termination of a Material Definitive Agreement– Part
        2 of 2 Parts
	
         

        ·     Depositor,
        to the extent of any material agreement not covered in the prior item

	
         

        Item 1.03: Bankruptcy or Receivership
	
         

        ·     Depositor



 






    Exhibit DD-2 


     

    

 


	
         

        Item on Form 8-K
	Party Responsible 
	
         

        Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial
        Obligation or an Obligation under an Off-Balance Sheet Arrangement
	
         

        ·     Depositor

         

        ·     Certificate
        Administrator

	
         

        Item 3.03: Material Modification to Rights of Security Holders
	
         

        ·     Certificate
        Administrator

	
         

        Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change
        of Fiscal Year
	
         

        ·     Depositor

	
         

        Item 6.01: ABS Informational and Computational Material
	
         

        ·     Depositor

	
         

        Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only
        to the extent related to a change in trustee
	
         

        ·     Trustee

         

        ·     Depositor

	
         

        Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only
        to the extent related to a change in Master Servicer or Special Servicer
	
         

        ·     Certificate
        Administrator

         

        ·     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

	
         

        Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only
        to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party
        Responsible”.
	
         

        ·     Master
        Servicer

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Depositor

	
         

        Item 6.03: Change in Credit Enhancement or External Support
	
         

        ·     Depositor

         

        ·     Certificate
        Administrator

	
         

        Item 6.04: Failure to Make a Required Distribution
	
         

        ·     Certificate
        Administrator

	
         

        Item 6.05: Securities Act Updating Disclosure
	
         

        ·     Depositor

	
         

        Item 7.01: Regulation FD Disclosure
	
         

        ·     Depositor



 






    Exhibit DD-3 


     

    

 


	
         

        Item on Form 8-K
	Party Responsible 
	
         

        Item 8.01: Other Events
	
         

        ·     Depositor

	
         

        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	
         

        ·     Not
        applicable

	
         

        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or succession
        (Exhibit No. 2 of Item 601 of Regulation S-K)
	 

                                                                                                                                                                             ·     Depositor

	
         

        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of
        Item 601 of Regulation S-K)
	 

                                                                                                                                                                         ·     Depositor

	
         

        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)
	
         

        ·     Certificate
        Administrator

         

        provided, in each case, that this shall in no event be construed
        to make such party responsible for the initial filing of this Agreement

	
         

        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)
	·     Not Applicable
	
         

        Item 9.01(d): Exhibits (no. 14): 
	
         

        ·     Not
        Applicable



 






    Exhibit DD-4 


     

    

 


	
         

        Item on Form 8-K
	Party Responsible 
	
         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	 
	
         

        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of Item 601
        of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item 601
        of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No. 20 of
        Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated by reference
        in the Depositor’s registration statement.
	
         

        ·     Depositor

	
         

        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but
        only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is
        signed pursuant to a power of attorney.
	
         

        ·     Certificate
        Administrator

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 100)
	
         

        ·     Not
        Applicable.



 






    Exhibit DD-5 


     

    

 


	
         

        Item on Form 8-K
	Party Responsible 
	
         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	 




 



    Exhibit DD-6 


     

    




 


EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2016-C2—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 May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee
and 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


 


		1.	Holliday Fenoglio Fowler, L.P.



 


		2.	Berkadia Commercial Mortgage LLC



 


		3.	NRC Group, Inc.



 






    Exhibit FF-1 


     

    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 





None



    Exhibit GG-1 


     

    




 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



JPMDB Commercial Mortgage Securities Trust 2016-C2,

Commercial Mortgage Pass-Through Certificates

Series 2016-C2 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Midland Loan Services, a Division of PNC
Bank, National Association, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington
Trust, National Association, as Trustee] (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:	_________________________________________



 


	[WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer]

[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as special servicer]
 [WELLS FARGO BANK, NATIONAL ASSOCIATION,
as certificate administrator]
 [WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]	 



 


	By:	 	
	 	Name:	 
	 	Title:	 



 






    Exhibit HH-1 


     

    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain vendors,
which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below, the Reporting
Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


 


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs,
directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in all material
respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified and is
not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified any material
deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of
December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


 


 






 





1 Describe any permissible exclusions, including
those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation AB, transactions
involving an offer and sale of asset backed securities that were not required to be issued), if applicable.







 






    Exhibit II-1 


     

    

 


[____], a registered public accounting firm, has
issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria
for the Reporting Period.


 


[Date of Certification]


 


		[Name of Reporting Servicer]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 



    Exhibit II-2 


     

    




 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent
to:


Commercial Real Estate Finance Council, Inc.


900 7th Street, NW, Suite 820


Washington, DC 20001


Attn: President


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 



    Exhibit JJ-1 


     

    

 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


 To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: JPMDB 2016-C2, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on
Form 10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


  


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    

NCF DSCR 

Date	Primary
    Servicer	Master
    Servicer	Lead
    

Servicer	Prospectus
    

ID
	1	JPMDB 2016-C2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	JPMDB 2016-C2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	JPMDB 2016-C2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 



    Exhibit KK-1 


     

    




 


EXHIBIT LL


 


[Reserved.]


 






    Exhibit LL-2 


     

    

 


EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLS FARGO.COM
 



 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) JPMDB 2016-C2—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 May 1, 2016 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [               ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].





Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection Account and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of 

        MM/DD/YYYY
	Ending
                                         Balance as of 

        MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit MM-1 


     

    

 


List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed to [                              ],
phone number: [          ]; email address: [                         ].


 


		[NAME OF PARTY],

as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 



    Exhibit MM-2 


     

    


 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


Wells Fargo Bank, National Association


as Master Servicer


Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMDB 2016-C2 Asset Manager

Telecopy Number: (704) 715-0036


 


Midland Loan Services, a Division of PNC Bank, National Association


as Special Servicer


10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy number: 1-888-706-3565


 


Pentalpha Surveillance LLC


as Operating Advisor


375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

Email: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2
Commercial Mortgage Pass-Through Certificates, Series 2016-C2 (the “Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of May 1, 2016, by and among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee and 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:	JPMDB Commercial Mortgage Securities Trust 2016-C2



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed above, will not be required to
take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.






	 	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,	 
	 	as Asset Representations Reviewer	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 







 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 



    Exhibit OO-1 


    	 



    

 


Exhibit A


 


Detailed Scorecard [Template Example Below]


 


	
        Test failures

         

	Loan #	Loan

Name	R&W

#	R&W Name	Test

#	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 


 



    Exhibit OO-2 


    	 



    

 


EXHIBIT PP


 


FORM OF ASSET REVIEW REPORT
SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	JPMDB Commercial Mortgage Securities Trust 2016-C2



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every
instance of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.






	 	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,	 
	 	as Asset Representations Reviewer	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 



 


1
This report is an indicative report, and the
Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to
compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged
Information.


 



    Exhibit PP-1 


    	 



    

 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations

and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b


 



    Exhibit PP-2 


    	 



    

 


EXHIBIT QQ-A


 


JPM ASSET REVIEW PROCEDURES


 


Pursuant to the terms and subject
to the conditions set forth in the PSA, the Asset Representations Reviewer (“ARR”)
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”).
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 where JPMorgan Chase Bank, National Association,
is the Seller (the “JPM 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 ARR 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 ARR will be permitted to engage a qualified consultant (at the ARR’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 ARR 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 JPMCB Mortgage Loan or Mortgaged Property, the document that will be used by the ARR 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 ARR shall take into
account any exceptions to such representation and warranty described in the JPM Mortgage Loan Purchase Agreement with respect to
a JPMCB Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole reason for not satisfying
the applicable Test is caused by such exception(s); and



 


		(G)	A failure of a Test could result from (i) an affirmative determination by the ARR that the Test
failed to achieve a Test pass, or (ii) a determination by the ARR that the documentation included in the Review Materials is not
sufficient to perform the Test after the application of Section 12.01(b)(vii), if applicable.



 


		(H)	A determination 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.



 


The ARR will only be required
to perform the Tests described in this Exhibit QQ-A, and will not be obligated to perform additional procedures on any Delinquent
Loan. Notwithstanding the required Tests, the ARR 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 ARR may, but is under no


 



    Exhibit QQ-A-1 


    	 



    

 


obligation to, consider
Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the ARR considers Unsolicited Information, the
ARR shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable Test(s)
procedure when making a determination as to whether there is a Test pass.


 



    Exhibit QQ-A-2 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials
	  1.    Complete Servicing File.  All documents comprising the Servicing File will be or have been delivered to the Master Servicer with respect to each JPMCB 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 JPMCB Mortgage Loans.  Except with respect to each JPMCB Mortgage Loan, each JPMCB Mortgage Loan is a whole loan and not an interest in a JPMCB Mortgage Loan. Each JPMCB Mortgage Loan is a senior portion (or a pari passu portion of a senior portion) of a whole JPMCB 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 Seller), participation (other than with respect to any JPMCB Mortgage Loans) or pledge, and the Seller had good and marketable title to, and was the sole owner of, each JPMCB Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan) (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller), any other ownership interests and other interests on, in or to such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller). The Seller has full right and authority to sell, assign and transfer each JPMCB Mortgage Loan, and the assignment to depositor constitutes a legal, valid and binding assignment of such JPMCB Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).	2a	Except with regard to each Serviced JPMCB Mortgage Loan and Non-Serviced JPMCB Mortgage 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 JPMCB 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 JPMCB Mortgage Loan is a Serviced JPMCB Mortgage Loan or Non-Serviced JPMCB Mortgage Loan, review the Mortgage(s), Mortgage Note, loan agreement related to the JPMCB Mortgage Loan (“Loan Agreement”), JPMCB 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 JPMCB 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 JPMCB 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 JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA,	MS Servicer Notices




 



    Exhibit QQ-A-3 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Mortgage Loan Seller). If such a notation or other indication is not found, it will be a Test pass.	 
	2d	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the JPMCB 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 JPMCB 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 JPMCB
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”).

         

         
	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 JPMCB Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 3. If so determined, it will be a Test pass.	Mortgagor’s Counsel Opinion
	3b	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding rights of offset, defenses, counterclaims or rights of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan	MS Servicer Notices



 



    Exhibit QQ-A-4 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the JPMCB Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents.	 	Documents, except with respect to any Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.	 
	  4.    Mortgage Provisions.  The Mortgage Loan Documents for each JPMCB 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 JPMCB 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 JPMCB 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 	UCC filing; Appraisal; Mortgage File




 



    Exhibit QQ-A-5 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	be a Test pass.	
	  6.    Mortgage Status; Waivers and Modifications.  Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents (a) the material terms of such Mortgage, Mortgage Note, JPMCB Mortgage Loan guaranty, and related Mortgage Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither Mortgagor nor guarantor has been released from its obligations under the JPMCB Mortgage Loan. The material terms of such Mortgage, Mortgage Note, JPMCB Mortgage Loan guaranty, and related Mortgage Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect since April 25, 2016.	6a	Review the Mortgage Loan Documents and MS Servicer Notices to determine if the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File.  If not so determined, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	6b	Review the MS Servicer Notices and Mortgage Loan Documents to determine if a related mortgaged property, or any portion thereof, has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of such Mortgaged Property. If not so determined, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents
	6c	Review the MS Servicer Notices for a notation or other indication that either the Mortgagor or Guarantor has been released from its obligations under any JPMCB Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	  7.    Lien; Valid Assignment.  Subject to the Insolvency Qualifications, each endorsement and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage) from the Seller constitutes a legal, valid and binding endorsement or assignment from the Seller. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such JPMCB 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 Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances, and to the Seller’s knowledge and subject to the rights of tenants, no rights exist which under law could give rise to any such	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	Title Policy




 



    Exhibit QQ-A-6 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	
        lien or encumbrance
that would be prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s
title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered
in connection with the JPMCB 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 JPMCB
        Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the JPMCB Mortgage
        Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding
        servicing as provided in the PSA, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement,
        dated as of the Closing Date between the Master Servicer and the Seller).

         
	 	principal amount of the JPMCB Mortgage Loan or allocated loan amount to determine they are equivalent. If each such determination is made, it will be a Test pass.	 
	7d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances. If so determined, it will be a Test pass.	Title Policy
	7e	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7f	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s title insurance policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7g	Review the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the JPMCB 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	MS Servicer Notices




 



    Exhibit QQ-A-7 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	 	 	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.	 
	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 JPMCB Mortgage Loan, or that the JPMCB Mortgage Loan was not free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7j	Review the MS Servicer Notices for a notation or other indication of claim or assertion that the assignment did not validly and effectively transfer and convey all legal and beneficial ownership of any JPMCB 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 JPMCB 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 JPMCB Mortgage Loan (or with respect to a
        JPMCB 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

         

         

         
	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 JPMCB 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	Title Policy




 



    Exhibit QQ-A-8 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	
         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 JPMCB Mortgage Loan constitutes a cross-collateralized
JPMCB Mortgage Loan, the lien of the Mortgage for another JPMCB Mortgage Loan contained in the same Crossed JPMCB Mortgage Loan
Group, provided that none of which items (a) through (f), individually or in the aggregate, materially interferes with the value,
current use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage or with the current
ability of the related Mortgaged Property to generate net cash flow sufficient to service the related JPMCB 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 Seller
thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s knowledge, any other holder
of the JPMCB 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.
	 	Test pass.	 
	8d	Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid or that claims have been made by any Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.	Title Policy; MS Servicer Notices
	8e	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the JPMCB Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	8f	Review the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If so determined, it will be a Test pass.	Title Policy
	8g	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any
    Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion
    may exist), to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
    If so determined, it will be a Test pass.	Title Policy
	  9.       Junior Liens.  It being understood that B notes secured by the same Mortgage as a JPMCB Mortgage Loan are not subordinate mortgages or junior liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged Property. The 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	MS Servicer Notices




 



    Exhibit QQ-A-9 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	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.	 
	  10.    Assignment of Leases and Rents.  There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency Qualifications; no person other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior to or of equal priority with the lender’s interest therein. The related Mortgage or related Assignment of Leases, subject to applicable law, provides for, upon an event of default under the JPMCB Mortgage Loan, a receiver to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.	10a	Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage File; Mortgage; Assignment of Leases
	10b	Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency Qualifications; and to determine that no person other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior to or of equal priority with the lender’s interest therein.  If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy
	10c	Review the Title Policy to determine if any person other than the Mortgagor owns any interest in any payments due under such lease or leases that is superior to or of equal priority with the lender’s interest therein. If not so determined, it will be a Test pass.	Title Policy
	10d	Review the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the Mortgage, or related Assignment of Leases, provides that upon an event of default under the JPMCB 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




 



    Exhibit QQ-A-10 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	  11.    Financing Statements.  Each JPMCB Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary to perfect a valid security interest in, the personal property (the creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate any Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-2 or UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed.	11a	Review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	11b	Review the MS Servicer Notices for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	  12.    Condition
    of Property.  The Seller or the originator of the JPMCB Mortgage Loan inspected or caused to be inspected each
    related Mortgaged Property within four months of origination of the JPMCB 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 JPMCB 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 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 Seller has no knowledge of any material issues with
    the physical condition of the Mortgaged 	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	Engineering report; Property condition assessment




 



    Exhibit QQ-A-11 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	Property that the 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.	 	than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller with respect to similar loans it originates for securitization have been established, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs. If so determined, it will be a Test pass.	 
	12d	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of material issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the use, operation or value of the Mortgaged Property other than those disclosed in the most recently dated engineering report and those addressed in sub-clauses (i), (ii) and (iii) of representation and warranty 12. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	  13.    Taxes and Assessments.  As of the date of origination and as of the Closing Date, all taxes and governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a JPMCB 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 JPMCB 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	MS Servicer Notices




 



    Exhibit QQ-A-12 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	notation or other indication is found, it will be a Test pass.	 
	  14.    Condemnation.  As
of the date of origination and to the 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 JPMCB Mortgage Loan.  As of the date of origination and to the Seller’s knowledge as of the Closing
Date, there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving
any Mortgagor, guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely
affect (a) title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability
to perform under the related JPMCB 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
JPMCB Mortgage Loan, or (h) the current principal use of the Mortgaged Property.	15a	Review the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property that existed on the origination date, and review the Diligence File and the MS Servicer Notices to determine if the Mortgage Loan Seller’s had knowledge of same as of the Closing Date. If such an indication is not found with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices; Diligence File
	15b	Based on the MS Servicer Notices, determine if an adverse outcome of any such  pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15. If any such adverse outcome would not adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15, it will be a Test pass.	MS Servicer Notices
	  16.    Escrow Deposits.  All escrow deposits and payments required pursuant to each JPMCB Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the 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 Seller to depositor or its servicer and identified as such with appropriate detail. Any and all requirements under the JPMCB Mortgage Loan as to completion of any material 	16a	Review the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required pursuant to the JPMCB 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 JPMCB Mortgage Loan have been conveyed to the depositor or its servicer. If so determined, it will be a Test	Servicing File; MS Servicer Notices




 



    Exhibit QQ-A-13 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	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.	 	pass.	 
	16c	Review the Servicing File and the MS Servicer Notices for a notation or other indication that the requirements under the JPMCB 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 JPMCB Mortgage Loan stated on the Mortgage Loan Schedule has been
fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where
the full amount of the JPMCB Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect
to the related Mortgaged Property).	17a	Review the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the JPMCB Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	17b	Review the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender. If so determined, it will be a Test pass.  	Mortgage Loan Documents
	  18.    Insurance.  Each
related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy
providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan
Documents and having a claims-paying or financial strength rating of at least “A-:VIII” (for a JPMCB Mortgage Loan
with a principal balance below $35 million) and “A:VIII” (for a JPMCB 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 Standard & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”),
in an amount not less than the lesser of (1) the original principal balance of the JPMCB Mortgage Loan and (2) the full insurable
value on a replacement cost basis of the improvements,	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 JPMCB 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	Insurance Consultant Report




 



    Exhibit QQ-A-14 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	
        
        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 JPMCB Mortgage Loan with a principal balance
        of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance of $50 million or more contains a 180-day
        “extended period of indemnity”; and (iii) covers the actual loss sustained (or in certain cases, an amount sufficient
        to cover the period set forth in (i) above) during restoration.

         

        If any material
        part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register
        by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance
        in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount
        as-is generally required by the Seller originating JPMCB 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 

         
	 	operation of any coinsurance provisions with respect to the  Mortgaged Property. If so determined, it will be a Test pass.	 
	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 JPMCB Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss sustained (or in certain cases, an amount sufficient to cover the period set forth in clause (i) above) during restoration. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	18d	Review the Mortgage Loan Documents to determine if any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating JPMCB 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 Consultant Report; Diligence File




 



    Exhibit QQ-A-15 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	
        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 Seller for
        loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural
        or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order
        to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss
        (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML or equivalent was
        based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report
        concluded that the PML or equivalent would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance
        on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services
        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 JPMCB 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 JPMCB 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 JPMCB 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 JPMCB 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

         
	 	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.	 
	18f	Review the insurance consultant report dated before the Cut-off Date to determine if it covers the property and is issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance Consultant Report
	18g	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If such indication is found, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant, for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.  If so determined, it will be a Test pass.	Property condition assessment; Seismic engineering study
	18h	Review the most recent seismic engineering study or Insurance Consultant Report to determine if the PML or equivalent would exceed 20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained.  If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services. The insurance amount should be not less than 100% of the PML	Seismic engineering study; Insurance Consultant Report




 



    Exhibit QQ-A-16 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	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 Seller.	 	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.	 
	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  JPMCB 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 JPMCB 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
	18k	Review the insurance consultant report  to determine if the insurance policies name the lender under any JPMCB 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 JPMCB 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 Consultant Report




 



    Exhibit QQ-A-17 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	 	 	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.	 
	18o	Review the MS Servicer Notices for a notation or other indication that any notice described in Test 18n may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	  19.    Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case the JPMCB Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	19a	Review the zoning report to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	Zoning report
	19b	Review the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.  If so determined, it will be a Test pass.	Zoning report
	19c	Review the Title Policy to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case any JPMCB 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




 



    Exhibit QQ-A-18 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	  20.    No Encroachments.  To the 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 JPMCB 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 JPMCB 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 JPMCB Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title Policy. If so determined, it will be a Test pass.	Survey; Title Policy
	20b	Review the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	20c	Review the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	  21.    No Contingent Interest or Equity Participation.  No JPMCB 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.	21a	Review the Mortgage Loan Documents for any shared appreciation or any other contingent interest provisions, any negative amortization feature (other than the accrual of the portion of interest on any ARD Loan  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 JPMCB 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 JPMCB Mortgage Loans as qualified mortgages), and, accordingly, (A) the issue price of the JPMCB Mortgage Loan to the related Mortgagor at origination did	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	Appraisal; Mortgage Loan 




 



    Exhibit QQ-A-19 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	not exceed the non-contingent principal amount of the JPMCB Mortgage Loan  and (B)  either (a) such JPMCB 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 JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the adjusted issue price of the JPMCB 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 JPMCB 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 JPMCB Mortgage Loan and (2) a proportionate amount of any lien that is in parity with the JPMCB Mortgage Loan; or (b) substantially all of the proceeds of such JPMCB Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB 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 JPMCB Mortgage Loan or Whole Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such JPMCB 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 JPMCB 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 JPMCB 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.	 	Documents to determine if  (a) the JPMCB 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 JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any JPMCB 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  JPMCB 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 JPMCB Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such JPMCB Mortgage Loan or (b) substantially all of the proceeds of such JPMCB Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB 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.	Documents
	22c	Review the MS Servicer Notices for an indication or other notation that the Loan was modified prior to the Closing Date, and if so,  if the modification was made as to result in a 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 JPMCB 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 JPMCB 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	MS Servicer Notices




 



    Exhibit QQ-A-20 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	 	 	applicable to any JPMCB Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	 
	  23.    Compliance. The terms of the Mortgage Loan Documents evidencing such JPMCB Mortgage Loan, comply in all material respects with all applicable local, state and federal laws and regulations, and the Seller has complied with all material requirements pertaining to the origination of the JPMCB 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 JPMCB 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 JPMCB 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 JPMCB 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 JPMCB Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Loan Agreement
	  24.    Authorized to do Business. To the extent required under applicable law, as of the Closing Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such JPMCB Mortgage Loan.	24a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such JPMCB Mortgage Loan. If so determined, it will be a Test pass.	MS Servicer Notices
	  25.    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and except in connection with a	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	Mortgage Loan Documents




 



    Exhibit QQ-A-21 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	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 JPMCB Mortgage Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor.	 	release of the Mortgaged Property or related security for such JPMCB 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.	 
	  26.    Local Law Compliance. To the 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 Seller for similar commercial and multifamily JPMCB Mortgage Loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the 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.	26a	Review the zoning report to determine if the improvements located on or forming part of each Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	Zoning report
	26b	Review the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will be a Test pass.	Zoning report
	26c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	26d	If the zoning report indicates that all or any part of the 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 Seller’s knowledge based upon any of a letter	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	Mortgage Loan Documents




 



    Exhibit QQ-A-22 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	
from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted
by the Seller for similar commercial and multifamily JPMCB 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 JPMCB Mortgage Loan or the
rights of a holder of the related JPMCB Mortgage Loan. The JPMCB 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.	 	Test pass.	 
	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 JPMCB Mortgage Loan provide that such JPMCB Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained in the case of (i) (A)	28a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined, it will be a Test pass.	Mortgage Loan Documents




 



    Exhibit QQ-A-23 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	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 JPMCB Mortgage Loan event of default); (ii) the Mortgagor’s fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor; (iv) breaches of the environmental covenants in the Mortgage Loan Documents; or (v) commission of material physical waste at the Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to acts or omissions of the related Mortgagor, guarantor, property manager or their affiliates, employees or agents.	 	 	 
	
        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 JPMCB Mortgage Loan, (c) upon a Defeasance defined in paragraph (34) below,
        (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse
        effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained
        at the origination of the JPMCB 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 JPMCB Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the
        subject JPMCB 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 JPMCB Mortgage Loan originated after December 6, 2010, if the fair market
        value of the real property constituting such Mortgaged

         

         

         
	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 JPMCB 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 JPMCB Mortgage Loans originated after December 6, 2010, is prohibited if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such JPMCB Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.	Mortgage Loan Documents
	29c	Review the Mortgage Loan Documents to determine if there are provisions that provide that, for any JPMCB 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 JPMCB	Mortgage Loan Documents




 



    Exhibit QQ-A-24 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	
        Property after the release (reduced for any lien senior to, and any lien in parity with, the lien of the JPMCB Mortgage
        Loan) is not equal to at least 80% of the principal balance of the JPMCB 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 JPMCB 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 JPMCB 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 JPMCB Mortgage Loan) is not equal
        to at least 80% of the remaining principal balance of the JPMCB Mortgage Loan or Whole Loan.

         

        In the
case of any JPMCB Mortgage Loan originated after December 6, 2010, no such JPMCB Mortgage Loan that is secured by more than one
Mortgaged Property or that is cross-collateralized with another JPMCB 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.
	 	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 JPMCB Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the JPMCB Mortgage Loan or Whole Loan. If so determined, it will be a Test pass.	 
	29d	Review the Mortgage Loan Documents to determine if, for any JPMCB Mortgage Loan originated after December 6, 2010 and is secured by more than one Mortgaged Property or that is cross-collateralized with another JPMCB Mortgage Loan, the JPMCB 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 JPMCB Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such JPMCB Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.	Mortgage Loan Documents
	  30.    Financial Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each JPMCB Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no	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	Mortgage Loan Documents




 



    Exhibit QQ-A-25 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	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 JPMCB 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.	 	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.	 
	30c	Review the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the JPMCB Mortgage Loan, and if  so determined, review to determine if the  annual financial statements for each are required to be in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis. If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents
	30d	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $50 million, and if so, review the Mortgage Loan Documents to determine if the annual financial statements are required to be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage. If so determined, it will be a Test pass.	Mortgage Loan Documents
	
        31.    Acts of Terrorism Exclusion. With respect to each JPMCB 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 JPMCB 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 JPMCB Mortgage
Loan, and, to the 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 
	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 JPMCB Mortgage Loan, specifically exclude acts of	Mortgage Loan Documents; Insurance Policy




 



    Exhibit QQ-A-26 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials




	
        JPMCB 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.

         

         

         
	 	terrorism, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If so determined with respect to each part of this Test, it will be a Test pass.	 
	31c	Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass	Mortgage Loan Documents; Insurance Policy
	31d	Review the  Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	  32.    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each JPMCB Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such JPMCB Mortgage Loan if, without the consent of the holder of the Mortgage and/or complying with the requirements of the related Mortgage Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the 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	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 JPMCB Mortgage Loan in the circumstances described in the first sentence of representation and warranty 32. If so determined, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Documents to determine if there are provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If so determined, it will be a Test pass.	Mortgage Loan Documents




 



    Exhibit QQ-A-27 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	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 JPMCB 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 JPMCB 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 JPMCB Mortgage Loan that is cross-collateralized
and cross-defaulted with another JPMCB Mortgage Loan or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan Documents
provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or
encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee
relative to such transfer or encumbrance.	 	 	 
	  33.    Single-Purpose Entity. Each JPMCB Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the JPMCB Mortgage Loan is outstanding. Both the Mortgage Loan Documents and the organizational documents of the Mortgagor with respect to each JPMCB Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each JPMCB 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 JPMCB 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 JPMCB 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	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 JPMCB Mortgage Loan is outstanding. If so determined, it will be a Test pass.	Mortgage Loan Documents
	33b	Examine the JPM Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the JPMCB Mortgage Loan. If the JPMCB 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; JPM Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational documents
	33c	Review the JPM Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect to JPMCB 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.	JPM Mortgage Loan Purchase Agreement; PSA; Mortgagor’s Counsel Opinion




 



    Exhibit QQ-A-28 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	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 JPMCB Mortgage Loan that is cross-collateralized and cross-defaulted with the related JPMCB Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	 	 	 
	  34.    Defeasance. With respect to any JPMCB 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 JPMCB 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 JPMCB Mortgage Loan when due, including the entire remaining principal balance on (A) the maturity date, (B) on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty or (C) if the JPMCB Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated Repayment Date, and if the JPMCB Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 115% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above; (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the JPMCB 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 trustee has a perfected security interest in such collateral prior to	34	Review the Mortgage Loan Documents to determine if there are provisions allowing  the JPMCB Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of the representation and warranty. If so determined, it will be a Test pass.	Mortgage Loan Documents




 



    Exhibit QQ-A-29 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	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 JPMCB Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such JPMCB 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 JPMCB Mortgage Loan, except in the case of ARD Loans 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 this agreement, 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 JPMCB Mortgage Loan where the JPMCB Mortgage Loan is secured by a ground leasehold estate in whole or in part, and the related
        Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the
        ground lease and any estoppel or other agreement received from the ground lessor in favor of the 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 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;
	36a	
        Review the appraisal to
        determine if the Loan is secured by a Ground Lease (as defined in representation and warranty 36). If so, review the Title Policy
        and Mortgage Loan Documents to determine if the related Mortgage does not also encumber the lessor’s fee interest in the
        Mortgaged Property. If so determined, it will be a Test pass.

         

         

         
	Appraisal; Mortgage Loan Documents
	36b	Review the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum has been recorded or submitted for recordation. If so determined, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	36c	Review the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground lessor) to determine if the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If so determined, it will be a Test pass.	Ground Lease; Ground lessor’s estoppel
	36d	
        Review the MS Servicer
Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, there was any material change
in the terms of any Ground Lease since its recordation. If such a notation or other indication is not found, it will be a Test
pass.
	MS Servicer Notices; Mortgage File




 



    Exhibit QQ-A-30 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	
        (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 JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan fully amortizes
        by the stated maturity (or with respect to a JPMCB 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 JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the
        event it is so assigned, it is further assignable by the holder of the JPMCB Mortgage Loan and its successors and assigns without
        the consent of the lessor;

         

        (F) The
        Seller has not received any written notice of default under or notice of termination of such ground lease. To the 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
	 	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.	 
	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  JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan fully amortizes by the stated maturity (or with respect to a JPMCB Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If so determined, it will be a Test pass.	Ground Lease; Estoppel
	36g	Review the Title Policy to determine if the Ground Lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances.  If so determined, it will be a Test pass.	Title Policy
	36h	
        Review the Ground
Lease and any estoppel (or other agreement of the ground lessor) to determine if the Ground Lease does not place restrictions
on the identity of the Mortgagee, as determined by the ARR. If so determined, it will be a Test pass.

         

         
	Ground Lease; Estoppel (or other agreement of the ground lessor)




 



    Exhibit QQ-A-31 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials





	
        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 Seller in connection
        with loans originated for securitization;

         

        (J)  Under
        the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
        any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other
        than in respect of a total or substantially total loss or taking as addressed in subpart (K)) will be applied either to the repair
        or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold
        amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse
        such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the JPMCB 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 JPMCB Mortgage Loan, together
with any accrued interest; and

         

         
	 	 	 
	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 JPMCB 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 JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	36j	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller has received any written notice of default under or notice of termination of such Ground Lease. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	36k	
        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date
        that there was a default under such Ground Lease or there existed any condition that, but for the passage of time or giving notice,
        would result in a default under the terms of such Ground Lease. If such a notation or other indication is not found, it will be
        a Test pass.

         

         

         
	MS Servicer Notices
	36l	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Ground Lease was not in full force and effect as of the Closing Date. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	36m	Review the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lessor is required to give to the lender written notice of any default, and provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the	Ground Lease; Estoppel  (or other agreement of the ground lessor)





 



    Exhibit QQ-A-32 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	  (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.	 	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 JPMCB 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-A-33 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials






	 	 	restoration, will be applied first to the payment of the outstanding principal balance of any JPMCB 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 Seller in respect of each JPMCB 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 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 JPMCB 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 JPMCB 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 JPMCB 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 JPMCB Mortgage
Loan or a unilateral option (as defined in Treasury Regulations under Section 1001 of the Code) in the JPMCB Mortgage Loan exercisable
during the term of the JPMCB Mortgage Loan, (i) the JPMCB 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	38a	Review the Mortgage Loan Schedule to determine if the JPMCB Mortgage Loan is an ARD Loan. If so determined, review the Mortgage Loan Documents to determine if the JPMCB 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 JPMCB Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if there are the provisions required by clauses (i) through (iii) of the third sentence of representation 38. If so determined, it will be a Test pass.	Mortgage; Loan Documents
	38c	If the JPMCB Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if the property manager for the related Mortgaged Property cannot be	Mortgage Loan Documents




 



    Exhibit QQ-A-34 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	substantial portion of the excess cash flow (which is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all excess cash flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such JPMCB 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.	 	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.	 
	  39.    Rent Rolls; Operating Histories. The 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 JPMCB Mortgage Loan. The 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 JPMCB 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 JPMCB 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 JPMCB 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 JPMCB 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 JPMCB 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	Operating statements




 



    Exhibit QQ-A-35 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	        	 	affiliate for less than three years then for such shorter period of time. If so determined, it will be a Test pass.	 
	  40.    No Material Default; Payment Record. No JPMCB 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 JPMCB Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the 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 JPMCB 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 Seller in Exhibit C to this Agreement. No person other than the holder of such JPMCB Mortgage Loan may declare any event of default under the JPMCB 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 JPMCB 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 JPMCB 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 JPMCB 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 ARR 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 JPM 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 JPMCB 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 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	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	Diligence File; Organization Chart




 



    Exhibit QQ-A-36 


    	 



    

 







	Representations and Warranties	 	Test	Review Materials


	Mortgagor) (the “Controlling Owner”) and all owners that hold a 25% or greater direct ownership share (i.e., the “Major Sponsors”). The Seller (1) required questionnaires to be completed by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis, or a similar service designed to elicit information about each Controlling Owner, Major Sponsor and guarantor regarding such Controlling Owner’s, Major Sponsor’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and provided, however, that records searches were limited to the last 10 years. (clauses (1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the 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.	 	will be a Test pass.	 
	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 JPMCB 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
        JPMCB Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM
        requirements conducted by a reputable environmental consultant in connection with such JPMCB Mortgage Loan within 12 months
        prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not

         
	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 JPMCB 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-A-37 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	
        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., Standard & Poor’s Ratings
Services 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 Seller’s knowledge, except as set forth in the ESA, there is no (i) known circumstance or condition that
	 	
        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
	 




 



    Exhibit QQ-A-38 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	
        
        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 JPMCB
        Mortgage Loan set forth on Schedule I to this Agreement, (i) such JPMCB 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 JPMCB Mortgage Loan or provide additional
        security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the 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 JPMCB 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 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 JPMCB Mortgage Loan.

         
	 	
        Investors Service, Inc.,
        Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.

         

        5. If the determinations
        in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such subpart is not applicable, review
        the Diligence File to determine if a party with assets reasonably estimated to be adequate to effect all necessary remediation
        was identified as the responsible party for such condition or circumstance.

         

        If the matters set forth
        in any of subparts 1 through 5 above can be made, it will be a Test pass.

         
	 
	 	 	 
	43c	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date of (a) a known circumstance or condition, not set forth in the ESA, that rendered the Mortgaged Property in material noncompliance with applicable environmental laws, and (b) any Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) not set forth in the ESA or (c) there is a need for further investigation not set forth in the ESA. The ARR 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 JPM Mortgage Loan Purchase Agreement, if the JPMCB Mortgage Loan is listed on Schedule I, also review the Diligence File to determine if the JPMCB 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 JPM Mortgage Loan Purchase Agreement. If so determined, it will be a Test pass.	Schedule I to JPM 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 	Environmental Insurance Policy; Servicing records




 



    Exhibit QQ-A-39 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	under such policy. If so determined, it will be a Test pass.	 
	 	43f	Review the Diligence File to determine if there exists a property condition assessment or engineering report.   For Mortgaged Properties constructed prior to 1985, review the related report to determine if it addresses asbestos containing materials. If so determined with respect to each part of the Test, it will be a Test pass.	Diligence File; Property condition assessment; Engineering report
	43g	Review the appraisal to determine if the property is a multifamily property. If so, review the Diligence File to determine if there exists a property condition report or engineering report. Review the related report to determine if there is a radon gas and lead based paint section in the report. If so determined, it will be a Test pass.  	Appraisal; Property condition Assessment; Engineering report
	43h	Review the most recently dated property condition assessment or engineering report for disclosures of the existence of a material and adverse environmental condition or circumstance affecting the  Mortgaged Property.  If so, determine  if the related Mortgagor (A) was required to remediate the identified condition prior to closing any JPMCB 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 JPMCB 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 JPMCB Mortgage Loan set forth on Schedule I to the JPM 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	MS Servicer Notices




 



    Exhibit QQ-A-40 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	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.	 
	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 JPMCB Mortgage Loan. If so determined, it will be a Test pass.	Environmental Insurance Policy;  Mortgage Loan Documents
	  44.  Lease Estoppels. With respect to each JPMCB Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related JPMCB Mortgage Loan, and to the 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 JPMCB Mortgage Loan predominantly secured by a retail, office or industrial property, the Seller has received lease estoppels executed within 90 days of the origination date of the related JPMCB 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 JPMCB Mortgage Loan that is represented on the Certified Rent Roll. To the 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 JPMCB 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 JPMCB 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 JPMCB 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 JPMCB 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




 



    Exhibit QQ-A-41 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	44d	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Closing Date, and subject to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, the Mortgage Loan Seller had knowledge that any lease represented on the Certified Rent Roll was not in full force and effect. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices; Certified Rent Roll
	  45.  Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the JPMCB 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 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 JPMCB 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 JPMCB 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 JPMCB 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




 



    Exhibit QQ-A-42 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	  46.  Mortgage
    Loan Schedule. The information pertaining to each JPMCB Mortgage Loan which is set forth in the Mortgage Loan Schedule
    attached as an exhibit to this Agreement is true and correct in all material respects as of the Cut-off Date and contains
    all information required by the PSA to be contained therein.	46a	Review the Mortgage Loan Schedule attached as an exhibit to the JPM 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.	JPM Mortgage Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents; PSA; Asset Summary Report
	46b	Compare the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; PSA
	  47.  Cross-Collateralization. No JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other JPMCB Mortgage Loan that is outside the Mortgage Pool.	47a	Review the Mortgage Loan Documents to determine if the JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other JPMCB 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 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 Seller, indirectly
    for, or on account of, payments due on the JPMCB Mortgage Loan. Neither the Seller nor any affiliate thereof has any obligation
    to make any capital contribution to any Mortgagor under a JPMCB 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 JPMCB 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 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 JPMCB 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 JPMCB Mortgage Loan. If such a notation or other indication is not 	MS Servicer Notices




 



    Exhibit QQ-A-43 


    	 



    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	found, it will be a Test pass.	 




 



    Exhibit QQ-A-44 


    	 



    

 






EXHIBIT QQ-B


 


GACC ASSET REVIEW PROCEDURES 


 


Pursuant to the terms
and subject to the conditions set forth in the Pooling and Servicing Agreement, the 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”). Capitalized
terms used herein but not defined herein have the meaning set forth in the Pooling and Servicing Agreement or, solely with respect
to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where German American Capital
Corporation is the Seller (the “GACC 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 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 insurance policy or Title Policy, and will be allowed to rely upon the
conclusions of the consultant for the purpose of determining a Test pass or fail;



 


		(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
and warranty 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 GACC Mortgage Loan Purchase
Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such Test if the sole
reason for not satisfying the applicable Test is caused by such exception(s); and



 


		(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 Pooling and Servicing Agreement) is not sufficient to perform the Test.



 






    Exhibit QQ-B-1


     


    

 


The Asset Representations Reviewer will
only be required to perform the Tests described in this Exhibit QQ-B, 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) the 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 Pooling and Servicing Agreement. If the Asset Representations Reviewer considers Unsolicited Information, the
Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred
to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 




    Exhibit QQ-B-2


     


    

  


	Representations and Warranties	Test #	Test	Review Materials
	1.       Whole Loan; Ownership of Mortgage Loans.  Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  Each Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage note.  At the time of the sale, transfer and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller or, with respect to any Non-Serviced Mortgage Loan, to the trustee for the related Non-Serviced Trust), participation or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	1a	Except with respect to a Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.   If the amounts are the same, then such Mortgage Loan would be considered a whole loan.  If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage; Mortgage Note; loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases; and any environmental indemnity (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule
	1b	If a Mortgage Loan is part of a Whole Loan, review the Co-Lender Agreement and the Mortgage(s), Mortgage Note, Loan Agreement, and  Mortgage Loan Documents for an indication that it is a portion of a whole loan. If identified as such, it will be a Test pass.	Mortgage Loan Documents; Co-Lender Agreement
	1c	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”) and the Diligence File for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Seller), participation or pledge, or that the Seller did not have good title to, and was not the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement.  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	1d	Review the MS Servicer Notices and the Diligence File for notation of any claim or assertion regarding the Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	MS Servicer Notices; Diligence File
	1e	Review the MS Servicer Notices and the Diligence File for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of the Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loan. If such notation is not found, it will be a Test pass.	MS Servicer Notices; Diligence File
	2.       Loan Document Status. Each related Mortgage Note, Mortgage,	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s	Mortgagor’s Counsel


 






    Exhibit QQ-B-3


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        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 (i) as such enforcement may be limited
        by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement
        of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered
        in a proceeding in equity or at law) and (ii) that certain provisions in such Mortgage Loan Documents (including, without
        limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or
        premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations
        set forth in clause (i) above) such limitations or unenforceability will not render such Mortgage Loan Documents invalid as a whole
        or materially interfere with the lender’s realization of the principal benefits and/or security provided thereby (clauses
        (i) and (ii) collectively, the “Standard Qualifications”).

         

        Except as set forth in the immediately preceding
sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect
to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid
offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Mortgage
Loan, that would deny the lender the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage
Loan Documents.
		Counsel Opinion”) for an indication that it contains language 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 2. If such indication exists, it will be a Test pass.	Opinion
	2b	Review the MS Servicer Notices and the Diligence File for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Mortgage Loan, that would deny the lender (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

                                                                                                                          

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	MS Servicer Notices; Diligence File
	
        3.      
        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,
        non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

         

         

         
	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications (as defined in representation and 	Mortgage Loan Documents; Mortgagor’s Counsel Opinion


 






    Exhibit QQ-B-4


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	 	 	warranty 2). If such indication exists, it will be a Test pass.	 
	
        4.      
        Mortgage Status; Waivers and Modifications. Since origination and except by written
        instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents (a) the material
        terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan Documents have not been waived, impaired,
        modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion
        thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended
        to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the
        related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan. With respect
        to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications,
        amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by
        the Seller on or after April 25, 2016.

         

         

         
	4a	Review the Mortgage Loan Documents and the MS Servicer Notices and the Diligence File for an indication that the material terms of the Mortgage Loan Documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices; Diligence File
	4b	Review the MS Servicer Notices and the Diligence File and Mortgage Loan Documents for an indication that a related Mortgaged Property, or any portion thereof, has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property since origination except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	MS Servicer Notices; Diligence File; Mortgage Loan Documents
	4c	Review the MS Servicer Notices and the Diligence File and Mortgage Loan Documents for notation that the related Mortgagor and/or the related guarantor has been released from its or their material obligations under the Mortgage Loan since origination except by written instruments set forth in the related Mortgage File.  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File; Mortgage Loan Documents
	4d	Review the MS Servicer Notices and the Diligence File and Mortgage Loan Documents for an indication that there have been any modifications, amendments or waivers, that would be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Seller on or after April 25, 2016. If no such indication is found, it will be a Test pass.	MS Servicer Notices; Diligence File; Mortgage Loan Documents


 






    Exhibit QQ-B-5


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	5.       Hospitality Provisions. The Mortgage Loan Documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no representation is made as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	5a	Review the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review the Mortgage File to determine if there exists a franchise or license agreement and an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement. If so determined with respect to each part of the Test, it will be a Test pass.	Appraisals; Mortgage File; Franchise agreements; License agreements; Comfort letter or similar agreement signed by or from such franchisor or licensor
	5b	If the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the Mortgage or related security agreement for each Mortgage Loan secured by a hospitality 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 in the appropriate filing office, related amendments and continuation statements. If so determined with respect to each part of this Test, it will be a Test pass.	Security agreements; UCC filings; Appraisals; Mortgage File
	
        6.      
Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of
Mortgage and assignment of Assignment of Leases to the Trust constitutes a legal, valid and binding assignment to the 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 leasehold interest in the Mortgaged Property
in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below)
and the exceptions to paragraph (6) set forth in Exhibit C of the related Mortgage Loan Purchase Agreement (each such
exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.
Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and
as of the Cut-Off Date, 

         
	6a	Review the MS Servicer Notices and the Diligence File for notation that any assignment of Mortgage and assignment of Assignment of Leases to the Trust does not constitute a legal, valid and binding assignment to the Trust, subject to the Standard Qualifications. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	6b	Review the Mortgage for each Mortgaged Property and the Assignment of Leases for each Mortgaged Property for an indication that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such indication is found, it will be a Test pass.	Mortgage; Assignment of Leases
	6c	Review the Title Policy (as defined in representation and warranty 6) for an indication that each related Mortgage is a legal, valid and enforceable first lien on the related	Title Policy


 






    Exhibit QQ-B-6


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	to the Seller’s knowledge, is free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below).  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.	 	Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined in representation and warranty 7) and the exceptions to representation and warranty 7 set forth on Exhibit C to the related Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to confirm they are equivalent. If such indication and evidence is found, it will be a Test pass.	 
	6d	Review the MS Servicer Notices and the Diligence File for notation that each Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination, and as of the Cut-Off Date, was not to the Seller’s knowledge, free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described in representation and warranty 6). If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	6e	Review the MS Servicer Notices and the Diligence File for notation that to the Seller’s knowledge, and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described in representation and warranty 7).  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	7.       Permitted Liens; Title Insurance.  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to 	7a	Review the Title Policy for an indication that 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 (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), and that the amount of the policy covers the 	Title Policy; Mortgage Loan Documents


 






    Exhibit QQ-B-7


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	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; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another Mortgage Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for another Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the 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.	 	original principal amount of the Mortgage Loan or, for 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). If such indication exists, it will be a Test pass.	 
	7b	Review the Title Policy for an indication that it insures for the benefit of the owner of the indebtedness secured by the Mortgage, and represents a first priority lien of the Mortgage, which lien may be subject only to clauses (a) through (f) of representation and warranty 7.  If such indication exists, it will be a Test pass.	Title Policy
	7c	Review the Title Policy for an indication that, except as contemplated by clause (f) of representation and warranty 7, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  If such an indication is found, it will be a Test pass.	Title Policy
	7d	Review the Title Policy for an indication that the 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 Seller thereunder and no claims have been paid thereunder. If such indication is found, it will be a Test pass.	Title Policy
	7e	Review the MS Servicer Notices and the Diligence File for notation that either the Seller or, to the Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under the related Title Policy. If no such notation is found, it will be a Test pass.

                                                                                 
	MS Servicer Notices; Diligence File
	8.       Junior Liens.  It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of 	8a	Review the Title Policy for an indication, except for any Crossed Mortgage Loan, of subordinate mortgages or junior liens securing the payment of money encumbering the Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of representation and warranty 6), and equipment and other personal property financing), as of the Cut-off Date. If no 	Title Policy


 






    Exhibit QQ-B-8


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	representation and warranty 6 above), and equipment and other personal property financing).  Except as set forth on Schedule B-1 to this Exhibit B, the Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.	 	such indication is found, it will be a Test pass.	 
	8b	Review the MS Servicer Notices and the Diligence File for notation that the Seller had knowledge, as of the Cut-off Date, of any mezzanine debt secured directly by interests in the related Mortgagor (except as set forth on Schedule B-1 to Exhibit B of the related GACC Mortgage Loan Purchase Agreement). If no such notation is found it will be a Test pass.	MS Servicer Notices; Diligence File; GACC Mortgage Loan Purchase Agreement
	
        9.      
        Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage
        File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted
        Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of,
        or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only
        to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under
        such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited
        by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law, provides that,
        upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the
        related lender to enter into possession to collect the rents or for rents to be paid directly to the lender.

         

         

         
	9a	Review the Mortgage File for an indication that an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) exists as part of the Mortgage File. If such indication is found, it will be a Test pass.	Mortgage File; Assignment of Leases; Mortgage
	9b	Review the Title Policy for an indication that, subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.   If each is confirmed, it will be a Test pass.	Title Policy; Assignment of Leases; Mortgage
	9c	Review the Mortgage Loan Documents for an indication that, subject to applicable law, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related lender to enter into possession to collect the rents or for rents to be paid directly to the lender. If such indication is found, it will be a Test pass.	Mortgage Loan Documents
	10.    UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged 	10a	Review the Appraisal to determine if the Mortgaged Property is a hospitality property.  If so, review the MS Servicer Notices and the Diligence File for notation that the Seller has not filed and/or recorded, or has not caused to be filed and/or recorded (or, if not filed and/or recorded, has not been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid 	Appraisal; MS Servicer Notices; Diligence File


 






    Exhibit QQ-B-9


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	 	security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. If no such notation is found, it will be a Test pass.	 
	10b	Review the Mortgage (or equivalent document) for an indication that, subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described in representation and warranty 10.  If such indication is found, it will be a Test pass.	Mortgage
	
        11.   
        Condition of Property. The Seller or the originator of the Mortgage Loan inspected
        or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve
        months of the Cut-Off Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-Off Date. To
        the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable
        mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i)
        any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows
        were established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the
        use or value of such Mortgaged Property as security for the Mortgage Loan.

         
	11a	Review the property inspection report in the Diligence File for an indication that it is dated within six months of the origination date, and within twelve months of the Cut-Off Date. If such indication is found, it will be a Test pass.	Property Inspection Report
	11b	Review the engineering report (the “Engineering Report”) or property condition assessment (the “Property Condition Assessment”) in the Diligence File for an indication that it was dated no more than twelve months prior to the Cut-Off Date. If such indication is found, it will be a Test pass.	Engineering Report; Property Condition Assessment
	11c	Review the MS Servicer Notices and the Diligence File for a notation that, to the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, a related Mortgaged Property was not free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	12.    Taxes and Assessments.  All taxes, governmental assessments and other outstanding governmental charges (including, without	12	Review the MS Servicer Notices and the Diligence File for notation that any taxes, governmental assessments and other	MS Servicer Notices; Diligence File


 






    Exhibit QQ-B-10


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-Off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.		outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-Off Date have become delinquent in respect of each related Mortgaged Property have not been paid, or an escrow of funds has not been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon; provided that, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority. If such no such notation is found, it will be a Test pass.	 
	13.    Condemnation.  As of the date of origination and to the Seller’s knowledge as of the Closing Date, there is no proceeding pending, and, to the Seller’s knowledge as of the date of origination and as of the Closing Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.	13	Review the MS Servicer Notices and the Diligence File for notation of any proceeding pending, as of the origination date and to the Seller’s knowledge as of the Closing Date, or threatened, to the Seller’s knowledge, as of the origination date and as of the Closing Date, for the total or partial condemnation of such Mortgaged Property. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	14.    Actions Concerning Mortgage Loan.  As of the date of origination and to the Seller’s knowledge as of the Closing Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan Documents or (f) the current principal use of the Mortgaged Property.	14a	Review the Mortgagor’s Counsel Opinion and MS Servicer Notices and the Diligence File for an indication of a pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property that existed on the origination date, and review the MS Servicer Notices for notation that the Seller had knowledge of same as of the Closing Date. If such indication or notation is not found, it will be a Test pass.	Mortgagor’s Counsel Opinion; MS Servicer Notices; Diligence File
	14b	Review the MS Servicer Notices and the Diligence File for notation of 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)-(f) of representation and warranty 14. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File


 






    Exhibit QQ-B-11


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	15.    Escrow Deposits.  All escrow deposits and payments required to be escrowed with lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Mortgage Loan Documents are being conveyed by the Seller to Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the depositor or servicer for the related Non-Serviced Trust).	15a	Review the MS Servicer Notices and the Diligence File for an indication of any escrow deposits and payments required to be escrowed with the lender pursuant to the Mortgage Loan not in the Seller’s or its servicer’s possession or control. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	15b	Review the MS Servicer Notices and the Diligence File for notation of any deficiencies (subject to any applicable grace or cure periods) in connection with escrow deposits and payments required to be escrowed with the lender pursuant to the Mortgage Loan, or that such escrows and deposits (or the right thereto) that are required to be escrowed with the lender under the related Mortgage Loan Documents have not been conveyed by the Seller to Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the depositor or servicer for the related Non-Serviced Trust). If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	
        16.   
        No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan
        set forth on the mortgage loan schedule attached as Exhibit A to this Agreement has been fully disbursed as of the Closing
        Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan
        has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
        relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations
        determined by the Seller to merit such holdback).

         

         

         
	16a	Review the Mortgage Loan Documents, the Mortgage Loan Schedule and the related closing settlement statement (the “Closing Settlement Statement”) for an indication that the Stated Principal Balance of the Mortgage Loan stated on the Mortgage Loan Schedule was fully disbursed as of the Cut-off Date. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Mortgage Loan Schedule; Closing Settlement Statement
	16b	Review the Mortgage Loan Documents for an indication that there is a requirement for future advances under the  Mortgage Loan (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Seller to merit such holdback). If no such indication is found, it will be a Test pass.  	Mortgage Loan Documents 
	17.    Insurance.  Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VIII” from A.M. Best Company, (ii) at least  “A3” (or the equivalent) from Moody’s Investors Service, Inc.	17a	Review the insurance summary report (the “Insurance Summary Report”) for an indication 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 Insurance Rating Requirements, in an amount (subject to a customary deductible) not less than the lesser of (1) the	Insurance Summary Report


 






    Exhibit QQ-B-12


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        or (iii) at least“A-” from Standard &
        Poor’s Ratings Services (collectively the “Insurance Rating Requirements”), in an amount (subject to a
        customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable
        value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and
        included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related
        Mortgaged Property.

         

        Each related Mortgaged Property is also covered, and
        required to be covered pursuant to the related Mortgage Loan Documents, by business interruption or rental loss insurance which
        (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single
        asset with a principal balance of $50 million or more, 18 months).

         

        If any material part of the improvements, exclusive
        of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
        Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available
        under the National Flood Insurance Program.

         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor
        is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer
        meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms.

         

        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 coverage for property damage, contractual damage and personal injury
(including bodily injury and death) in amounts as are generally required by the Seller for loans originated for securitization,
and in any event not less than
	 	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  Mortgaged Property. If such indication is found, it will be a Test pass.	 
	17b	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17c	Review the Insurance Summary Report for an indication that each related Mortgaged Property is covered by business interruption or rental loss insurance which covers (subject to a customary deductible) a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).  If such indication is found, it will be a Test pass. 	Insurance Summary Report 
	17d	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17e	Review the Mortgage Loan Documents for provisions requiring that 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. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17f	Review
the Mortgage Loan Documents for provisions requiring that if the Mortgaged Property is located within 25 miles of the coast of
the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required
to maintain 

                                                                                                                          

                                                                                  

                                                                                
	Mortgage Loan Documents


 






    Exhibit QQ-B-13


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering consultant has performed
        an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic
        condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or
        the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance,
        the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
        If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements, earthquake
        insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services
        in an amount not less than 100% of the SEL or PML, as applicable.

         

        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 (or Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan (or
Whole Loan, if applicable) together with any accrued interest thereon. 

        All premiums on all insurance policies referred to
        in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the
        Mortgage Loan and its successors and assigns as a loss payee under a lender endorsement clause or, in the case of the general liability
        insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee (or, in the
        case of a Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). Each related Mortgage Loan obligates
        the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to
        maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance
        policies (other than commercial

         
	 	coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms.  If such provisions are found, it will be a Test pass.	 
	17g	Review the Insurance Summary Report for an indication that the Mortgaged Property is covered by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.  If such indication is found, it will be a Test pass.	Insurance Summary Report
	17h	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17g above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17i	Review the Diligence File for an architectural or engineering 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 SEL or PML, as applicable, for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.  If such a report is found, it will be a Test pass.	Architectural or engineering analysis assessing the SEL or PML, as applicable.
	17j	If the resulting report referenced in Test 17i concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements, review the Insurance Summary Report for an indication that earthquake insurance on such Mortgaged Property was obtained from 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 Standard & Poor’s Ratings Services in an amount not less than 100% of the SEL or PML, as applicable. If such indication is found, it will be a Test pass.	Insurance Summary Report
	17k	Review the Mortgage Loan Documents for provisions that  require insurance proceeds in respect of a property loss to 	Mortgage Loan Documents


 






    Exhibit QQ-B-14


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	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 Seller.	 	be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or Whole Loan, as applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.  If such provisions are found, it will be a Test pass.	 
	17l	Review the Insurance Summary Report for an indication that all premiums on all insurance policies referred to in representation and warranty 17 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 lender endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If such evidence is found, it will be a Test pass.	Insurance Summary Report
	17m	Review the Insurance Summary Report for an indication that such related insurance policies inure to the benefit of the Trustee (or, in the case of a Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If such indication is found, it will be a Test pass.	Insurance Summary Report
	17n	Review the Mortgage Loan Documents for an indication that 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 such indication is found, it will be a Test pass.	Mortgage Loan Documents
	17o	Review the Insurance Summary Report for an indication that 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 such indication is found, it will be a Test pass. 	Insurance Summary Report
	17p	Review the MS Servicer Notices and the Diligence File for 	MS Servicer Notices; 


 






    Exhibit QQ-B-15


     


    

 





	Representations and Warranties	Test #	Test	Review Materials
	 	 	notation that any notice described in Test 17o may have been received by the Seller. If no such notation is found, it will be a Test pass.	Diligence File
	
        18.    Access;
        Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access
        to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public
        road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required
        utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate
        tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under
        the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the
        applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow
        an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax
        lots are created.

         

         

         

         

         

         

         
	18a	Review the zoning report (the “Zoning Report”) for an indication that 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 such indication is found, it will be a Test pass.	Zoning Report
	18b	Review the Zoning Report for an indication that 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 such indication is found, it will be a Test pass.	Zoning Report
	18c	Review the Title Policy for an indication that each Mortgaged Property constitutes one or more separate tax parcels and does 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 or will be made to the applicable governing authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If such indication is found, it will be a Test pass.	Title Policy
	  19.  No Encroachments.  To the Seller’s knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the 	19a	Review the survey (the “Survey”) and 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) for an indication that 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 such an indication is found, it will be a Test pass.	Survey; Title Policy







  






    Exhibit QQ-B-16


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy.	19b	Review the survey and Title Policy for an indication that 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 no such indication is found, it will be a Test pass.	Survey; Title Policy
	19c	Review the survey or Title Policy for an indication that there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated Title Policy. If no such indication is found, it will be a Test pass. 	Survey; Title Policy
	20.    No Contingent Interest or Equity Participation.  No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Mortgage 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.	20	Review the MS Servicer Notices and the Diligence File for notation of shared appreciation or any other contingent interest provisions. Review the Mortgage Loan Documents for an indication of any negative amortization feature (other than the accrual of the portion of interest on an ARD Mortgage Loan  in excess of the rate in effect prior to the Anticipated Repayment Date), or an equity participation provision by the Seller. If no such notation or indication is found, it will be a Test pass.	MS Servicer Notices; Diligence File; Mortgage Loan Documents 
	
        21.   
REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning
of Section 860G(a)(3) (but determined without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury
Regulations”) Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly,
(A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount
of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and
structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was
originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan, as applicable) on such
date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan,
as applicable) on such date, provided that for purposes hereof, the fair market value of the real property interest must first
be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate
amount of any lien that is in parity with  

         
	21a	Review the Closing Settlement Statement and Mortgage Note for an indication that the proceeds advanced by the lender did not exceed the stated principal amount of the Mortgage Note. If such an indication is found, it will be a Test pass.	Closing Settlement Statement; Mortgage Note
	21b	Review the most recent Appraisal and Mortgage Loan Documents for an indication that either (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 the 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 	Appraisal; Mortgage Loan Documents


 






    Exhibit QQ-B-17


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	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 Section 1.860G-2(a)(1)(ii) of the Treasury Regulations).  If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of  Section 1.860G-1(b)(2) of the Treasury Regulations.  All terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.	 	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 Section 1.860G-2(a)(1)(ii) of the Treasury Regulations (as defined in representation and warranty 21)).  If such an indication is found, it will be a Test pass.	 
	21c	Review the MS Servicer Notices and the Diligence File for a notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) in the first sentence of representation and warranty 20 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(a)(ii) in the first sentence of representation and warranty 21, including the proviso thereto. If there were any such modifications, and they satisfy the above conditions, it will be a Test pass.	MS Servicer Notices; Diligence File
	21d	Review the MS Servicer Notices and the Diligence File for a notation of any claim or assertion to the effect that the prepayment premium or yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	
        22.   
        Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late
        charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or
        was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

         

         

         
	22	Review the MS Servicer Notices and the Diligence File for a notation of any claim or assertion to the effect that the Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan did not comply as of the date of origination with, or was not exempt from, applicable state or federal laws, regulations or other requirements pertaining to usury. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	23.    Authorized to do Business.  To the extent required under applicable law, as of the Cut-Off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to 	23	Review the MS Servicer Notices and the Diligence File for any notation that as of the Cut-Off Date or as of the date that such entity held the Mortgage Note, any holder of the 	MS Servicer Notices; Diligence File


 






    Exhibit QQ-B-18


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.	 	Mortgage Note was not authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized materially and adversely affects the enforceability of such Mortgage Loan by the Trust. If no such notation is found, it will be a Test pass.	 
	24.    Trustee under Deed of Trust.  With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related lender.	24a	Review the Mortgage Loan Documents for an indication that as of the date of origination, 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 lender.   If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	24b	Review the MS Servicer Notices and the Diligence File for any notation that, to the Seller’s knowledge, as of the Closing Date, no 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 lender.   If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	25.    Local Law Compliance.  To the Seller’s knowledge, based 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 Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the 	25a	Review the Zoning Report and Title Policy for an indication that there are no material violations of Zoning Regulations with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-Off Date, there are no material violations of any Zoning Regulations other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Seller for loans originated for securitization that provides coverage for additional costs to 	Zoning Report; Title Policy


 






    Exhibit QQ-B-19


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan.  The terms of the Mortgage Loan documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.	 	rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. If such indication is found, it will be a Test pass.	 
	25b	
        Review the Mortgage Loan Documents for provisions that
require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.
If such provisions are found, it will be a Test pass. 
	 Mortgage Loan Documents
	26.    Licenses and Permits.  Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	26a	
        Review the Mortgage Loan Documents for an indication
that each Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary
for its operation of the Mortgaged Property in full force and effect. If such an indication is found, it will be a Test pass. 
	Mortgage Loan Documents
	26b	Review the MS Servicer Notices and the Diligence File for notation that, to the Seller’s knowledge, any material licenses, permits and applicable governmental authorizations are not in effect. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	26c	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. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27.    Recourse Obligations.  The Mortgage Loan documents for each Mortgage Loan provide that (a) the related Mortgagor and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Mortgagor and/or its principals specified in the related Mortgage Loan documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (iii)  intentional material physical waste of the Mortgaged Property, and (iv) any breach of the environmental covenants contained in the related Mortgage Loan documents, and (b) the Mortgage Loan shall become full recourse to the related Mortgagor and at least one individual or entity, if the related Mortgagor files a voluntary petition under federal or state bankruptcy or insolvency law.	27a	Review the Mortgage Loan Documents for 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 27. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27b	Review the Mortgage Loan Documents for provisions permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set forth in clause (b) of representation and warranty 27. If such provisions are found, it will be a Test pass.

                                                                                                                          

                                                                                                                          

                                                                                 
	Mortgage Loan Documents


 






    Exhibit QQ-B-20


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        28.   
        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, or partial Defeasance (as defined in paragraph (32)), of not less than a specified
        percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property
        and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance
        (as defined in paragraph (32)), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which
        will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any 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 Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause
        the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or
        (y) the mortgagee or servicer can, in accordance with the related 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), 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, as applicable) outstanding after the release, the Mortgagor
        is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

         

        In the case of any Mortgage Loan, in the
event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether
by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an
amount not less than the amount 

         

         
	28a	Review the Mortgage Loan Documents for provisions stating that the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.   	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the lender 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), 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, as applicable) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.   	Mortgage Loan Documents
	28c	Review the Mortgage Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of 	Mortgage Loan Documents


 






    Exhibit QQ-B-21


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        required by the REMIC Provisions and, to such extent,
        condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
        if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account
        the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced 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, as applicable).

         

        No Mortgage Loan that is secured by more
than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged
Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio
and other requirements of the REMIC Provisions. 
	 	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, as applicable). If such provisions are found, it will be a Test pass.	 
	28d	Review the Mortgage Loan Documents for provisions stating that, no Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with the loan-to-value ratio of the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29.    Financial Reporting and Rent Rolls.  Each Mortgage 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 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.	29a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29b	Review the Mortgage Loan Documents for provisions that 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 and annual financial statements, which annual financial statements 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. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 






    Exhibit QQ-B-22


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	30.    Acts of Terrorism Exclusion.  With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each other Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the 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 commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance 	30a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million.  If so, review the Insurance Summary Report for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism as defined in TRIA (as defined in representation and warranty 30), from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance Summary Report
	30b	Review the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination.  If so, review the Insurance Summary Report for an indication that 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, based on a review of the MS Servicer Notices and the Diligence File for lack of notation  that to the Seller’s knowledge, do not, as of the Cut-Off Date, specifically exclude Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If such conditions are found to exist, it will be a Test pass.

                                                                                                                          

                                                                                 
	Mortgage Loan Documents; Insurance Summary Report; MS Servicer Notices; Diligence File


 






    Exhibit QQ-B-23


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	30c	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the lender from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms or as otherwise indicated on Exhibit C of the GACC Mortgage Loan Purchase Agreement; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism coverage more than two times the amount  of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. 	Mortgage Loan Documents; Insurance Policy
	31.    Due on Sale or Encumbrance Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related 	31a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan under the circumstances described in the first sentence of representation and warranty 31. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	31b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency 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 and expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.

                                                                                 

                                                                                 

                                                                                 
	Mortgage Loan Documents


 






    Exhibit QQ-B-24


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) herein or the exceptions thereto set forth in Exhibit C, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule B-1 to this Exhibit B, or future permitted mezzanine debt in each case as set forth on Schedule B-2 to this Exhibit B or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule B 3 to this Exhibit B 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.	 	 	 
	32.    Single-Purpose Entity.  Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related 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 	32a	
        Review the Mortgage Loan Documents for provisions that require
        the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long as the related
        Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.

         

         

         
	Mortgage Loan Documents
	32b	Review the Mortgage Loan Schedule for the Cut-Off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-Off Date Stated Principal Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	32c	Review the Mortgage Loan Schedule for the Cut-Off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-Off Date Stated Principal Balance of $20 million or more, review the Mortgagor’s Counsel Opinion regarding 

                                                                                 
	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion


 






    Exhibit QQ-B-25


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	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 Crossed Mortgage Loan), and that it holds itself out as a legal entity,
    separate and apart from any other person or entity.	 	non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.	 
	33.    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 Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date, and if the Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v) if the Mortgagor would continue to own assets in addition to the Defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor 	33	Review the Mortgage Loan Documents for provisions allowing the Defeasance (as defined in representation and warranty 33) of the Mortgage Loan, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 






    Exhibit QQ-B-26


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	34.    Fixed Interest Rates.  Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.	34	Review the Mortgage Loan Documents for an indication that the Mortgage Loan bears interest at a rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Mortgage Note; Loan Agreement
	
        35.   
        Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean
        a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years
        its entire interest in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising
        the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements
        on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development
        agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit. 

        

        With respect to any Mortgage Loan where
the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not
also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and
any estoppel or other agreement received from the ground lessor in favor of the Seller, its successors and assigns, the Seller
represents and warrants that: 

        a)      
The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted
for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or
other 
	35a	Review the Appraisal to determine if the Mortgage Loan is secured by a leasehold estate under a Ground Lease (as defined in representation and warranty 35), in whole or in part.  If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35q.	Appraisal; Mortgage Loan Documents; Title Policy
	35b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or a memorandum regarding such Ground Lease has been recorded or submitted for recordation in the applicable jurisdiction. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	35c	Review
the Ground Lease and the ground lessor’s estoppel (or other agreement received from the ground lessor) (the “Ground
Lease Documents”) for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and
does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely
affect the security provided by the Mortgage. If such indication is found, it will be a Test pass. 

                                                                                 
	Ground Lease Documents


 






    Exhibit QQ-B-27


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        agreement received from the ground lessor permits
        the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property
        by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related
        Mortgage;

        

        b)      
        The lessor under such Ground Lease has agreed in a writing included in the related Mortgage
        File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of
        lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by the Seller since the
        origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

        

        c)      
        The Ground Lease has an original term (or an original term plus one or more optional renewal
        terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the lender) that extends
        not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage
        Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 Basis, substantially
        amortizes);

        

        d)      
        The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of
        equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
        (ii)  is subject to a subordination, non-disturbance and attornment agreement to which the lender on the lessor’s fee
        interest in the Mortgaged Property is subject;

        

        e)      
The Ground Lease does not place commercially unreasonable restrictions on the identity of
the lender and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent
of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and
its successors and assigns without the consent of the lessor; 
	35d	Review the Ground Lease Documents for a provision that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of ground lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by the Seller since the origination of the Mortgage Loan. If such consent by Seller is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	Ground Lease Documents
	35e	Review the Ground Lease Documents for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Lender) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an Actual/360 Basis, substantially amortizes). If such an indication is found, it will be a Test pass.	Ground Lease Documents
	35f	Review the Title Policy for an indication that the Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement (the “SNDA”) to which the lender on the lessor’s fee interest in the Mortgaged Property is subject.  If either indication is found, it will be a Test pass.	Title Policy; SNDA
	35g	Review the Ground Lease Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions on the identity of the lender and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder.  If such indication is found, it will be a Test pass.

                                                                                                                          

                                                                                 
	Ground Lease Documents


 






    Exhibit QQ-B-28


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	
        f)       
        The Seller has not received any written notice of material default under or notice of termination
        of such Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that,
        but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to
        the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

        

        g)      
        The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor
        to give to the lender written notice of any default, and provides that no notice of default or termination is effective against
        the lender unless such notice is given to the lender;

        

        h)      
        The lender is permitted a reasonable opportunity (including, where necessary, sufficient time
        to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the
        Ground Lease which is curable after the 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 Seller in connection with loans originated for securitization;

        

        j)       
        Under the terms of the Ground Lease, an estoppel or other agreement received from the ground
        lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable
        to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or
        substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of
        all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in
        the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds
        as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with
        any accrued interest;

        

        k)      
In the case of a total or substantially total taking or loss, under the terms of the Ground
Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of
the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking
of the related Mortgaged Property to the extent not  
	35h	Review the Ground Lease Documents for an indication that 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. If such indication is found, it will be a Test pass.	Ground Lease Documents
	35i	Review the MS Servicer Notices and the Diligence File for notation that the Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	35j	Review the MS Servicer Notices and the Diligence File for a notation that, to the Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease.  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	35k	Review the MS Servicer Notices and the Diligence File for a notation that, to the Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	35l	Review the Ground Lease Documents for provisions that 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 against the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground Lease Documents
	35m	Review the Ground Lease Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground Lease Documents
	35n	Review the Ground Lease for provisions that impose any restrictions on subletting that would be viewed as commercially unreasonable by the Seller in connection with loans originated for securitization. If no such provisions are found, it will be a Test pass.	Ground Lease
	35o	Review the Ground Lease Documents and Mortgage Loan

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Ground Lease Documents;


 






    Exhibit QQ-B-29


     


    




 





	Representations and Warranties	Test #	Test	Review Materials
	
                 
        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.

         

         

         
	 	Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in representation and warranty 35 clause (k) of representation and warranty 35) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Mortgage
    Loan Documents
	35p	Review the Ground Lease Documents and Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease Documents and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground Lease Documents; Mortgage Loan Documents
	35q	Review the Ground Lease Documents for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease Documents
	36.    Servicing.  The servicing and collection practices used by the Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	36	Review the MS Servicer Notices and the Diligence File for notation to the effect that the servicing and collection practices used by the Seller with respect to the Mortgage Loan have not been, in all respects, legal and have not met customary industry standards for servicing of commercial loans for conduit loan programs. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File





 






    Exhibit QQ-B-30


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	37.    Origination and Underwriting.  The origination practices of the Seller (or the related originator if the Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B of the related Mortgage Loan Purchase Agreement.	37	Review the MS Servicer Notices and the Diligence File for notation to the effect that the origination practices of the Seller (or the related originator if the Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal or as of the date of its origination, such Mortgage Loan, and the origination thereof did not comply in all material respects with, or was not exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that the representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the related GACC Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	
        38.   
        No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent,
        without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no
        Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the
        Closing Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing
        under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time
        or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event
        of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely
        affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that
        this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains
        to or arises out of an exception scheduled to any other representation and warranty made by the Seller in Exhibit B of the
        related Mortgage Loan Purchase Agreement (including, but not limited to, the prior sentence). 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.

         

         

         
	38a	Review the MS Servicer Notices and the Diligence File for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination, or (ii) the Mortgage Loan was delinquent (beyond any applicable grace or cure periods) as of the Cut-Off Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	38b	Review the MS Servicer Notices and the Diligence File for notation of the Seller’s knowledge of  (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that representation and warranty 38 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 Seller in Exhibit B of the related GACC Mortgage Loan Purchase Agreement (including, but not limited to, the prior sentence).  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	38c	Review the MS Servicer Notices and the Diligence File for 	MS Servicer Notices; 


 






    Exhibit QQ-B-31


     


    

 





	Representations and Warranties	Test #	Test	Review Materials
	 	 	a notation that a 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. If no such notation is found, it will be a Test pass.	Diligence File
	  39.  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.	39	Review the Lexis/Nexis (or comparable platform) search and the MS Servicer Notices and the Diligence File for an indication that In respect of each Mortgage Loan, the related Mortgagor is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding. If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis (or comparable platform) search; MS Servicer Notices; Diligence File
	  40.  Organization of Mortgagor.  With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (40) means a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.)	40a	Review the certified copies of the organizational documents of the Mortgagor (the “Organizational Documents”) for an indication that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Organizational Documents
	40b	Review the certified copies of the Organizational Documents for an indication that, except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan (as defined in representation and warranty 40). If such an indication is found, it will be a Test pass.	Organizational Documents
	  41.  Environmental Conditions.  A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmantal Condition that was not identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably 	41a	Review the Diligence File to determine if an ESA (as defined in representation and warranty 41) meeting ASTM requirements is included. If so, review the ESA for an indication that it was conducted within 12 months prior to the origination date (or an update of a previous ESA was prepared) of the Mortgage Loan. If such an indication is found, it will be a Test pass.	Diligence File; ESA
	41b	Review the ESA for an indication that it identified (i) the existence of a recognized Environmental Condition (as defined in representation and warranty 41) at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was not identified. If no such indication is found, it will be a Test pass. 	ESA
	41c	Review the ESA for an indication that it identified (i) the	ESA; Escrow Statements;







 


  






    Exhibit QQ-B-32


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To the Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	
        existence of a recognized Environmental Condition (as
defined in representation and warranty 41) at the related Mortgaged Property or (ii) the need for further investigation with respect
to any Environmental Condition that was not identified. If such an indication is found, the following Test procedures (subparts
41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass. 

         

        1. Review escrow statements (the “Escrow Statements”)
for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated
cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by
the Mortgagor and is held by the related lender. 

         

        2. Review the ESA for an indication that if the only
Environmental Condition (as defined in representation and warranty 41) relates to the presence of asbestos-containing materials,
radon in indoor air or lead-based paint or lead in drinking water, and the only recommended action in the ESA is the institution
of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required
to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk. 

         

        3. Review the Diligence File for an indication that
any Environmental Condition (as defined in representation and warranty 41) identified in the ESA was remediated or abated in all
material respects prior to the Cut-Off Date, and if evidenced by a no further action or closure letter that 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 “closed” or a reputable environmental consultant has concluded that no further
action is required).  

         

        4. Review the Insurance Summary Report for an indication
that a secured creditor environmental policy or a pollution 
	Mortgage Loan Documents; Diligence File; Insurance Summary Report


 






    Exhibit QQ-B-33


     


    

 





	Representations and Warranties	Test #	Test	Review Materials
	 	 	
        legal liability insurance policy that covers liability
for the Environmental Condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s
Investors Service, Inc., S&P and/or Fitch. 

         

        5. Review the Diligence File for an indication that
a party not related to the Mortgagor was identified as the responsible party for such Environmental Condition and such responsible
party has financial resources reasonably estimated to be adequate to address the situation. 

         

        6. Review the Diligence File for an indication that
a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required
to take action. 
	 
	42.    Appraisal.  The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.	42a	Review the Appraisal for an indication that it was dated within six (6) months of the Mortgage Loan origination date and within twelve (12) months of the Closing Date. If such an indication is found, it will be a Test pass.	Appraisal
	42b	Review the Appraisal for an indication that it was signed by an appraiser represented to be either an MAI (as defined in representation and warranty 42) and/or  has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located. If such an indication is found, it will be a Test pass.	Appraisal
	42c	Review the MS Servicer Notices and the Diligence File for notation that, to the Seller’s knowledge, the appraiser had an interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, or whose compensation is affected by the approval or disapproval of the Mortgage Loan.  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	42d	Review the Appraisal for an indication that it includes a statement or a supplemental letter from the appraiser 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 such indications are found, it will be a Test pass.	Appraisal
	43.    Mortgage Loan Schedule.  The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule attached as Exhibit A to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information 	43a	Review the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the Prospectus, (ii) Mortgage Loan Documents, (iii) 	Mortgage Loan Purchase Agreement; Annex A to Prospectus; Mortgage Loan Documents; Pooling and 


 






    Exhibit QQ-B-34


     


    

 


	Representations and Warranties	Test #	Test	Review Materials
	required by this Agreement to be contained therein.	 	Pooing and Servicing Agreement, and (iv) MS Servicer Notices and the Diligence File to determine if there are discrepancies between the documents as of the Cut-Off Date.  If there are no such discrepancies, it will be a Test pass.	Servicing Agreement; MS Servicer Notices; Diligence File
	43b	Compare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Pooling and Servicing Agreement
	44.    Cross-Collateralization.  No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except as set forth in Schedule B-3 to this Exhibit B.	44	Review the MS Servicer Notices and the Diligence File for notation that the Mortgage Loan is cross-collateralized or cross-defaulted with any Mortgage Loan that is outside the Trust, except as set forth in Schedule B-3 to Exhibit B to the related GACC Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	45.    Advance of Funds by the Seller.  After origination, no advance of funds has been made by the Seller to the related Mortgagor other than in accordance with the Mortgage Loan documents, and, to the Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Mortgage Loan documents).  Neither the Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	45a	Review the MS Servicer Notices and the Diligence File for notation that, after origination, an advancement of funds has been made by the Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or, to the Seller’s knowledge, funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).  If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	45b	Review the MS Servicer Notices and the Diligence File for notation that the Seller, or an affiliate has an obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File
	46.    Compliance with Anti-Money Laundering Laws.  The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.	46	Review the MS Servicer Notices and the Diligence File for notation that the Seller has not complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a mtaerial adverse effect on the Mortgage Loan. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Diligence File


 






    Exhibit QQ-B-35


     


    

   


EXHIBIT RR


 


FORM OF CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM





 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMDB Commercial Mortgage Securities Trust Series 2016-C2 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage
Pass-Through Certificates, Series 2016-C2



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of May
1, 2016 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee and 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 [____________________].



 


		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]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMDB 2016-C2 Asset Manager	
        

        Pentalpha Surveillance
LLC 

        375 N. French Road,
Suite 100 

        Amherst, New York
14228 

        Attention: Don Simon, Chief
        Operating Officer

         

	 	 
	
        Midland Loan Services,
a Division of PNC Bank, National Association 

        10851 Mastin Street 

        Overland Park, Kansas
66210 

        Attention:  Executive
Vice President – Division Head 
	 
	 	 


		Attention:	JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage
Pass-Through Certificates, Series 2016-C2



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED
DISTRIBUTION DATE]:


 


		5. _____	  An additional Mortgage Loan has become a Delinquent
                                                                                                          Loan.



 


		6. _____	  A Mortgage Loan has ceased to be a Delinquent Loan.



 


		7. _____	  An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 


Capitalized terms
used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement. 


 



    Exhibit SS-1


     


    

 


	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the JPMDB Commercial Mortgage Securities Trust 2016-C2, Commercial Mortgage Pass-Through
Certificates, Series 2016-C2
	 	 	 
		By: 	 
	 	 	[Name]

[Title]



 






    Exhibit SS-2


     


    

 


SCHEDULE 1


 


Mortgage
Loans with Additional Debt 


 


		1.	Quaker Bridge Mall






		2.	787 Seventh Avenue






		3.	100 East Pratt






		4.	Sanofi Office Complex






		5.	Williamsburg Premium Outlets






		6.	Four Penn Center






		7.	Equity Inns Portfolio






		8.	One Harbor Point Square






		9.	Naples Grande Beach Resort






		10.	Palisades Center






		11.	Sun MHC Portfolio






		12.	Hall Office Park A1/G1/G3



 






    Schedule 1-1


     


    

  


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance Schedule 


See Annex F to the Prospectus. 


 



    Schedule 2-1


     


    




  


SCHEDULE 3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves EXCEEDING 10% OF THE
INITIAL PRINCIPAL BALANCE


 


None


 






    Schedule 3-1