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

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the VRR Interest, the respective Classes of the Class V-2 Certificates and the respective Classes of the Class V-3 Certificates. At all times, the VRR Interest shall represent beneficial ownership interests in the VRR Interest Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-2 Certificates shall collectively represent beneficial ownership interests in the Class V-2 Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-3 Certificates shall collectively represent beneficial ownership interests in the Class V-3 Percentage of the VRR Specific Grantor Trust Assets. (b) On the Closing Date, the Grantor Trust shall initially issue the VRR Interest on the Closing Date with the respective aggregate initial Certificate Balance set forth for such Class in the Preliminary Statement. In addition, on the Closing Date, pursuant to the VRR Interest Purchase Agreement, CGMRC is purchasing $22,556,995 of the VRR Interest for cash from the Depositor, NREC is purchasing $5,575,671 of the VRR Interest for cash from CGMRC, and PCC is purchasing $4,827,664 of the VRR Interest for cash from CGMRC, with CGMRC to retain the remaining $12,153,660 of the VRR Interest. On the Closing Date, the $12,153,660 of the VRR Interest that is being retained by CGMRC will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $9,373,502 Class V-2B $546,913 Class V-2C $577,298 Class V-2D $698,839 Class V-2E $957,108 On the Closing Date, the $5,575,671 of the VRR Interest that is being acquired by NREC will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $4,300,236 Class V-2B $250,903 Class V-2C $264,843 Class V-2D $320,602 Class V-2E $439,087 On the Closing Date, the $4,827,664 of the VRR Interest that is being acquired by PCC will be exchanged pursuant to this Section 5.13 for Class V-3 Certificates in the principal amounts set forth below: Class V-3AB $3,940,578 Class V-3C $229,313 Class V-3D $277,592 Class V-3E $380,181 (c) Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-2 Certificates with the same aggregate principal balance as the surrendered Certificates (such aggregate principal balance to be allocated among the respective Classes of such Class V-2 Certificates as provided in Section 5.13(f)) and representing the same Percentage Interest in each and every outstanding Class of the Class V-2 Certificates, and any Holder of Class V-2 Certificates may exchange some or all of those Certificates representing the same Percentage Interest in each Class of the Class V-2 Certificates for Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the surrendered Certificates. Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-3 Certificates with the same aggregate principal balance as the surrendered Certificates (such aggregate principal balance to be allocated among the respective Classes of such Class V-3 Certificates as provided in Section 5.13(f)) and representing the same Percentage Interest in each and every outstanding Class of the Class V-3 Certificates, and any Holder of Class V-3 Certificates may exchange some or all of those Certificates representing the same Percentage Interest in each Class of the Class V-3 Certificates for Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the surrendered Certificates. (d) An exchange of Exchangeable Certificates in accordance with this Section 5.13 may only occur if the respective Certificates being surrendered and the respective Certificates being received in such exchange have denominations no smaller than the minimum denominations set forth in Section 5.01. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.13. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit NN to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). Notwithstanding the foregoing, however, during the RR Interest Transfer Restriction Period, the Retaining Sponsor and the Depositor jointly may (to the extent that they believe it to be necessary or reasonably appropriate to ensure compliance with Regulation RR, including, without limitation, based upon such future clarification and interpretation as may in the future be provided by the staff of any Regulatory Agency), and each Holder of the VRR Interest, any Class V-2 Certificate or any Class V-3 Certificate, by acceptance of its Certificates, is deemed to have agreed that the Sponsor and the Depositor jointly may: (i) suspend or terminate the exchangeability feature of the Exchangeable Certificates by written instrument, signed by both the Retaining Sponsor and the Depositor and sent to the Certificate Administrator, with copies thereof to be sent by the Certificate Administrator to the other Holders of the Exchangeable Certificates, in which case no exchange may be effected in accordance with this Section 5.13 during the period of the suspension or following the effective date of the termination; and (ii) mandate that all Holders of the Class V-2 and Class V-3 Certificates surrender their Certificates in exchange for Certificates constituting a portion of the VRR Interest, by a written instrument, signed by both the Retaining Sponsor and the Depositor and sent to the Certificate Administrator, with copies thereof to be sent by the Certificate Administrator to the Holders (or, if applicable, the other Holders) of the Class V-2 and Class V-3 Certificates, in which case, with respect to any Holder’s Class V-2 and/or Class V-3 Certificates that are held in the Retained Interest Safekeeping Account, the Certificate Administrator shall (within 10 Business Days of its receipt of the written instrument described above in the clause (ii)) cancel such Class V-2 and/or Class V-3 Certificates and execute and authenticate in the name of, and deposit in the Retained Interest Safekeeping Account for the benefit of, such Holder Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the cancelled Certificates, and with respect to any Holder’s Class V-2 and/or Class V-3 Certificates that have been released from the Retained Interest Safekeeping Account, such Holder shall (within 10 Business Days of its receipt of a copy of the written instrument described above in this clause (ii)) surrender such Class V-2 and/or Class V-3 Certificates in exchange for Certificates constituting a portion of the VRR Interest and having the same aggregate principal balance as the surrendered Certificates in accordance with this Section 5.13 (provided that if any Holder fails to so surrender its Class V-2 and/or Class V-3 Certificates within such 10 Business Day period, then the Certificate Administrator shall suspend all future distributions thereon until the exchange occurs, such unmade distributions to be held by the Certificate Administrator without interest in the same manner as the distribution on any Certificate that is not surrendered on the final Distribution Date and to be released only in connection with the required exchange). (e) For all exchanges other than any exchange effectuated by the Depositor on the Closing Date, the Closing Date exchanges described in Section 5.13(b) or any exchange of Class V-2 and/or Class V-3 Certificates held in the Retained Interest Safekeeping Account as mandated by the Depositor and the Retaining Sponsor (in any event pursuant to Section 5.13(d)) in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder desiring to effect the exchange shall notify the Certificate Administrator in writing or by e-mail at xxxxxxxxxxxxxx@xxxx.xxx (with a subject line referencing “CGCMT 2017-P7” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed date of the exchange (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number (if any) of each Certificate to be exchanged and each Certificate to be received; the original and outstanding principal balance of the Certificates to be exchanged and the original and outstanding principal balance of the Certificates to be received; the Certificateholder’s Depository participant number, if applicable; and the proposed Exchange Date. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. For so long as the Exchangeable Certificates being surrendered are held in the Retained Interest Safekeeping Account, the exchange shall be effected by the Certificate Administrator cancelling the Certificates being surrendered and executing and authenticating in the name of, and depositing in the Retained Interest Safekeeping Account for the benefit of, the applicable Certificateholder the Exchangeable Certificates to be received thereby. For so long as the Exchangeable Certificates are held as Definitive Certificates outside the Retained Interest Safekeeping Account, the exchange shall be effected by the Certificate Administrator executing and authenticating in the name of, and delivering to, the applicable Certificateholder the Exchangeable Certificates to be received thereby, but only upon receipt by the Certificate Administrator of the Exchangeable Certificates to be surrendered (which Certificates the Certificate Administrator shall promptly cancel). Following the end of the RR Interest Transfer Restriction Period, if applicable, the Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. If following the end of the RR Interest Transfer Restriction Period the Exchangeable Certificates are being held in book-entry format, then the Global Certificates for one Exchangeable Group shall be exchangeable on the books of the Depository for the corresponding Global Certificates of the other Exchangeable Group, by notice to the Certificate Administrator substantially in the form of Exhibit NN. (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, and (ii) in the case of any related Global Certificate, if applicable following the end of the RR Interest Transfer Restriction Period, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. The Exchangeable Certificates received in any exchange pursuant to this Section 5.13 shall have the same aggregate principal balance and be deemed to have the same VRR Realized Losses previously allocated thereto as did the Exchangeable Certificates being surrendered, taking into account distributions of principal and allocations of VRR Realized Losses in the month of the exchange. If Class V-2 Certificates or Class V-3 Certificates are being received, the aggregate principal balance of such Certificates shall be allocated among the respective Classes thereof in proportion to the then respective Maximum Certificate Balances of such Classes, and the VRR Realized Losses deemed previously allocated to such Certificates shall be allocated among the respective Classes thereof in a manner reflective of what would have been the case if such Certificates had been issued on, and had continued to be outstanding since, the Closing Date. The “initial denomination” of any Certificate received in connection with an exchange shall reflect the denomination that would have been applicable if such Certificate had been issued on the Closing Date. (g) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the VRR Interest, the respective Classes of the Class V-2 Certificates Interest and the respective Classes of the Class V-3 V-A/B/C/D/E Certificates. At all times, the Class V-A, Class V-B, Class V-C, Class V-D and Class V-E Certificates shall collectively represent beneficial ownership interests in the Class V-A/B/C/D/E Percentage Interest of the VRR Specific Grantor Trust Assets. At all times, the VRR Interest shall represent beneficial ownership interests in the VRR Interest Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-2 Certificates shall collectively represent beneficial ownership interests in the Class V-2 Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-3 Certificates shall collectively represent beneficial ownership interests in the Class V-3 Percentage Interest of the VRR Specific Grantor Trust Assets. (b) On the Closing Date, the Grantor Trust shall initially issue the VRR Interest on the Closing Date with the respective aggregate initial Certificate Balance set forth for such Class in the Preliminary Statement. In addition, on the Closing Date, pursuant to the VRR Interest Purchase Agreement, CGMRC is purchasing $22,556,995 25,222,199 of the VRR Interest for cash from the Depositor, NREC and DBNY is purchasing $5,575,671 of the VRR Interest for cash from CGMRC, and PCC is purchasing $4,827,664 13,303,790 of the VRR Interest for cash from CGMRC, with CGMRC to retain the remaining $12,153,660 11,918,409 of the VRR Interest. On the Closing Date, the $12,153,660 11,918,409 of the VRR Interest that is being retained by CGMRC will be exchanged pursuant to this Section 5.13 for the Class V-2 V-A/B/C/D/E Certificates in the principal amounts set forth below: Class V-2A V-A $9,373,502 9,057,988 Class V-2B V-B $546,913 566,121 Class V-2C V-C $577,298 581,020 Class V-2D V-D $698,839 700,208 Class V-2E V-E $957,108 On the Closing Date, the $5,575,671 of the VRR Interest that is being acquired by NREC will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $4,300,236 Class V-2B $250,903 Class V-2C $264,843 Class V-2D $320,602 Class V-2E $439,087 On the Closing Date, the $4,827,664 of the VRR Interest that is being acquired by PCC will be exchanged pursuant to this Section 5.13 for Class V-3 Certificates in the principal amounts set forth below: Class V-3AB $3,940,578 Class V-3C $229,313 Class V-3D $277,592 Class V-3E $380,1811,013,072 (c) Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-2 V-A/B/C/D/E Certificates with the same aggregate principal balance as the surrendered Certificates (such aggregate principal balance to be allocated among the respective Classes of such Class V-2 Certificates as provided in Section 5.13(f)) and representing the same Percentage Interest in each and every outstanding Class of the Class V-2 V-A/B/C/D/E Certificates, and any Holder of Class V-2 V-A/B/C/D/E Certificates may exchange some or all of those Certificates representing the same Percentage Interest interest in each Class of the Class V-2 Certificates for Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the surrendered Certificates. Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-3 Certificates with the same aggregate principal balance as the surrendered Certificates (such aggregate principal balance to be allocated among the respective Classes of such Class V-3 Certificates as provided in Section 5.13(f)) and representing the same Percentage Interest in each and every outstanding Class of the Class V-3 Certificates, and any Holder of Class V-3 Certificates may exchange some or all of those Certificates representing the same Percentage Interest in each Class of the Class V-3 V-A/B/C/D/E Certificates for Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the surrendered Certificates. (d) An exchange of an Exchangeable Certificates in accordance with this Section 5.13 may only occur if the respective Certificates being surrendered and the respective Certificates being received in such exchange have denominations no smaller than the minimum denominations set forth in Section 5.01. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.13. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit NN to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). Notwithstanding the foregoing, however, during the RR Interest Transfer Restriction Period, the Retaining Sponsor and the Depositor jointly may (to the extent that they believe it to be necessary or reasonably appropriate to ensure compliance with Regulation RR, including, without limitation, based upon such future clarification and interpretation as may in the future be provided by the staff of any Regulatory Agency), and each Holder of the VRR Interest, any Class V-2 Certificate Interest or any Class V-3 V-A/B/C/D/E Certificate, by acceptance of its Certificates, is deemed to have agreed that the Sponsor and the Depositor jointly may: (i) suspend or terminate the exchangeability feature of the Exchangeable Certificates by written instrument, signed by both the Retaining Sponsor and the Depositor and sent to the Certificate Administrator, with copies thereof to be sent by the Certificate Administrator to the other Holders of the Exchangeable Certificates, in which case no exchange may be effected in accordance with this Section 5.13 during the period of the suspension or following the effective date of the termination; and (ii) mandate that all Holders of the Class V-2 and Class V-3 V-A/B/C/D/E Certificates surrender their Certificates in exchange for Certificates constituting a portion of the VRR Interest, by a written instrument, signed by both the Retaining Sponsor and the Depositor and sent to the Certificate Administrator, with copies thereof to be sent by the Certificate Administrator to the Holders (or, if applicable, the other Holders) of the Class V-2 and Class V-3 V-A/B/C/D/E Certificates, in which case, with respect to any Holder’s Class V-2 and/or Class V-3 V-A/B/C/D/E Certificates that are held in the Retained Interest Safekeeping Account, the Certificate Administrator shall (within 10 Business Days of its receipt of the written instrument described above in the clause (ii)) cancel such Class V-2 and/or Class V-3 V-A/B/C/D/E Certificates and execute and authenticate in the name of, and deposit in the Retained Interest Safekeeping Account for the benefit of, such Holder Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the cancelled Certificates, and with respect to any Holder’s Class V-2 and/or Class V-3 V-A/B/C/D/E Certificates that have been released from the Retained Interest Safekeeping Account, such Holder shall (within 10 Business Days of its receipt of a copy of the written instrument described above in this clause (ii)) surrender such Class V-2 and/or Class V-3 V-A/B/C/D/E Certificates in exchange for Certificates constituting a portion of the VRR Interest and having the same aggregate principal balance as the surrendered Certificates in accordance with this Section 5.13 (provided that if any Holder fails to so surrender its Class V-2 and/or Class V-3 V-A/B/C/D/E Certificates within such 10 Business Day period, then the Certificate Administrator shall suspend all future distributions thereon until the exchange occurs, such unmade distributions to be held by the Certificate Administrator without interest in the same manner as the distribution on any Certificate that is not surrendered on the final Distribution Date and to be released only in connection with the required exchange). (e) For all exchanges other than any exchange effectuated by the Depositor on the Closing Date, the Closing Date exchanges described in Section 5.13(b) or any exchange of Class V-2 and/or Class V-3 V-A/B/C/D/E Certificates held in the Retained Interest Safekeeping Account as mandated by the Depositor and the Retaining Sponsor (Sponsor, in any event pursuant to Section 5.13(d)) , in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder desiring to effect the exchange shall notify the Certificate Administrator in writing or by e-mail at xxxxxxxxxxxxxx@xxxx.xxx xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx (with a subject line referencing “CGCMT CD 2017-P7CD3” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed date of the exchange (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number (if any) of each Certificate to be exchanged and each Certificate to be received; the original and outstanding principal balance of the Certificates to be exchanged and the original and outstanding principal balance of the Certificates to be received; the Certificateholder’s Depository participant number, if applicable; and the proposed Exchange Date. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. For so long as the Exchangeable Certificates being surrendered are held in the Retained Interest Safekeeping Account, the exchange shall be effected by the Certificate Administrator cancelling the Certificates being surrendered and executing and authenticating in the name of, and depositing in the Retained Interest Safekeeping Account for the benefit of, the applicable Certificateholder the Exchangeable Certificates to be received thereby. For so long as the Exchangeable Certificates are held as Definitive Certificates outside the Retained Interest Safekeeping Account, the exchange shall be effected by the Certificate Administrator executing and authenticating in the name of, and delivering to, the applicable Certificateholder the Exchangeable Certificates to be received thereby, but only upon receipt by the Certificate Administrator of the Exchangeable Certificates to be surrendered (which Certificates the Certificate Administrator shall promptly cancel). Following the end of the RR Interest Transfer Restriction Period, if applicable, the Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. If following the end of the RR Interest Transfer Restriction Period the Exchangeable Certificates are being held in book-entry format, then the Global Certificates for one Exchangeable Group shall be exchangeable on the books of the Depository for the corresponding Global Certificates of the other Exchangeable Group, by notice to the Certificate Administrator substantially in the form of Exhibit NN. (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, (ii) the Certificate Registrar shall reduce the initial Certificate Balance specified in the Preliminary Statement to this Agreement, as applicable, of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the initial Certificate Balance specified in the Preliminary Statement to this Agreement, as applicable, of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder, and (iiiii) in the case of any related Global Certificate, if applicable following the end of the RR Interest Transfer Restriction Period, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. The Exchangeable Certificates received in any exchange pursuant to this Section 5.13 shall have the same aggregate principal balance and be deemed to have the same VRR Realized Losses previously allocated thereto as did the Exchangeable Certificates being surrendered, taking into account distributions of principal and allocations of VRR Realized Losses in the month of the exchange. If Class V-2 Certificates or Class V-3 V-A/B/C/D/E Certificates are being received, the aggregate principal balance of such Certificates shall be allocated among the respective Classes thereof in proportion to the then respective Maximum Certificate Balances of such Classes, and the VRR Realized Losses deemed previously allocated to such Certificates thereto shall be allocated among the respective Classes thereof in a manner reflective of what would have been the case if such Class V-A/B/C/D/E Certificates had been issued on, and had continued to be outstanding since, the Closing Date. The “initial denomination” of any Certificate received in connection with an exchange shall reflect the denomination that would have been applicable if such Certificate had been issued on the Closing Date. (g) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange.

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the VRR InterestClass V-1 Certificates, the respective Classes of the Class V-2 Certificates and the respective Classes of the Class V-3 Certificates. At all times, the VRR Interest Class V-1 Certificates shall represent beneficial ownership interests in the VRR Interest Class V-1 Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-2 Certificates shall collectively represent beneficial ownership interests in the Class V-2 Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-3 Certificates shall collectively represent beneficial ownership interests in the Class V-3 Percentage of the VRR Specific Grantor Trust Assets. (b) On the Closing Date, the Grantor Trust shall initially issue the VRR Interest Class V-1 Certificates on the Closing Date with the respective aggregate initial Certificate Balance set forth for such Class in the Preliminary Statement. In addition, on the Closing Date, pursuant to the VRR Interest Purchase Agreement, CGMRC is purchasing $22,556,995 of the VRR Interest for cash from the Depositor, NREC is purchasing $5,575,671 of the VRR Interest for cash from CGMRC, and PCC is purchasing $4,827,664 of the VRR Interest for cash from CGMRC, with CGMRC to retain the remaining $12,153,660 of the VRR Interest. On the Closing Date, the $12,153,660 12,157,776 of the VRR Interest that is being retained by CGMRC will be exchanged pursuant to this Section 5.13 for Class V-2 V-1 Certificates in the principal amounts set forth below: Class V-2A $9,373,502 Class V-2B $546,913 Class V-2C $577,298 Class V-2D $698,839 Class V-2E $957,108 On the Closing Date, the $5,575,671 of the VRR Interest that is being acquired by NREC will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $4,300,236 Class V-2B $250,903 Class V-2C $264,843 Class V-2D $320,602 Class V-2E $439,087 On the Closing Date, the $4,827,664 of the VRR Interest that is being acquired by PCC will be exchanged pursuant to this Section 5.13 for Class V-3 Certificates in the principal amounts set forth below: Class V-3AB V-3AC $3,940,578 Class V-3C $229,313 10,805,216 Class V-3D $277,592 562,295 Class V-3E $380,181790,265 On the Closing Date, the $11,426,927 of the Class V-1 Certificates that is being acquired by LNR will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $9,227,244 Class V-2B $457,073 Class V-2C $471,357 Class V-2D $528,494 Class V-2E $742,759 (c) Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Class V-1 Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-2 Certificates with the same aggregate principal balance as the surrendered Certificates (such aggregate principal balance to be allocated among the respective Classes of such Class V-2 Certificates as provided in Section 5.13(f)) and representing the same Percentage Interest in each and every outstanding Class of the Class V-2 Certificates, and any Holder of Class V-2 Certificates may exchange some or all of those Certificates representing the same Percentage Interest in each Class of the Class V-2 Certificates for Class V-1 Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the surrendered Certificates. Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Class V-1 Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-3 Certificates with the same aggregate principal balance as the surrendered Certificates (such aggregate principal balance to be allocated among the respective Classes of such Class V-3 Certificates as provided in Section 5.13(f)) and representing the same Percentage Interest in each and every outstanding Class of the Class V-3 Certificates, and any Holder of Class V-3 Certificates may exchange some or all of those Certificates representing the same Percentage Interest in each Class of the Class V-3 Certificates for Class V-1 Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the surrendered Certificates. (d) An exchange of Exchangeable Certificates in accordance with this Section 5.13 may only occur if the respective Certificates being surrendered and the respective Certificates being received in such exchange have denominations no smaller than the minimum denominations set forth in Section 5.01. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized pursuant to this Section 5.13. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date and shall deliver instructions substantially in the form of Exhibit NN to the Certificate Administrator along with the original Certificate exchanged (unless such exchanged Certificate was deemed issued). Notwithstanding the foregoing, however, during the RR VRR Interest Transfer Restriction Period, the Retaining Sponsor and the Depositor jointly may (to the extent that they believe it to be necessary or reasonably appropriate to ensure compliance with Regulation RR, including, without limitation, based upon such future clarification and interpretation as may in the future be provided by the staff of any Regulatory Agency), and each Holder of the VRR Interestany Class V-1 Certificate, any Class V-2 Certificate or any Class V-3 Certificate, by acceptance of its Certificates, is deemed to have agreed that the Sponsor and the Depositor jointly may: (i) suspend or terminate the exchangeability feature of the Exchangeable Certificates by written instrument, signed by both the Retaining Sponsor and the Depositor and sent to the Certificate Administrator, with copies thereof to be sent by the Certificate Administrator to the other Holders of the Exchangeable Certificates, in which case no exchange may be effected in accordance with this Section 5.13 during the period of the suspension or following the effective date of the termination; and (ii) mandate that all Holders of the Class V-2 and Class V-3 Certificates surrender their Certificates in exchange for Certificates constituting a portion of the VRR InterestClass V-1 Certificates, by a written instrument, signed by both the Retaining Sponsor and the Depositor and sent to the Certificate Administrator, with copies thereof to be sent by the Certificate Administrator to the Holders (or, if applicable, the other Holders) of the Class V-2 and Class V-3 Certificates, in which case, with respect to any Holder’s Class V-2 and/or Class V-3 Certificates that are held in the Retained Interest Safekeeping Account, the Certificate Administrator shall (within 10 Business Days of its receipt of the written instrument described above in the clause (ii)) cancel such Class V-2 and/or Class V-3 Certificates and execute and authenticate in the name of, and deposit in the Retained Interest Safekeeping Account for the benefit of, such Holder Class V-1 Certificates constituting a portion of the VRR Interest with the same aggregate principal balance as the cancelled Certificates, and with respect to any Holder’s Class V-2 and/or Class V-3 Certificates that have been released from the Retained Interest Safekeeping Account, such Holder shall (within 10 Business Days of its receipt of a copy of the written instrument described above in this clause (ii)) surrender such Class V-2 and/or Class V-3 Certificates in exchange for Class V-1 Certificates constituting a portion of the VRR Interest and having the same aggregate principal balance as the surrendered Certificates in accordance with this Section 5.13 (provided that if any Holder fails to so surrender its Class V-2 and/or Class V-3 Certificates within such 10 Business Day period, then the Certificate Administrator shall suspend all future distributions thereon until the exchange occurs, such unmade distributions to be held by the Certificate Administrator without interest in the same manner as the distribution on any Certificate that is not surrendered on the final Distribution Date and to be released only in connection with the required exchange). (e) For all exchanges other than any exchange effectuated by the Depositor on the Closing Date, the Closing Date exchanges described in Section 5.13(b) or any exchange of Class V-2 and/or Class V-3 Certificates held in the Retained Interest Safekeeping Account as mandated by the Depositor and the Retaining Sponsor (in any event pursuant to Section 5.13(d)) in order to effect an exchange of an Exchangeable Group of Certificates, the Certificateholder desiring to effect the exchange shall notify the Certificate Administrator in writing or by e-mail at xxxxxxxxxxxxxx@xxxx.xxx (with a subject line referencing “CGCMT 2017-P7P8” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed date of the exchange (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number (if any) of each Certificate to be exchanged and each Certificate to be received; the original and outstanding principal balance of the Certificates to be exchanged and the original and outstanding principal balance of the Certificates to be received; the Certificateholder’s Depository participant number, if applicable; and the proposed Exchange Date. A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. For so long as the Exchangeable Certificates being surrendered are held in the Retained Interest Safekeeping Account, the exchange shall be effected by the Certificate Administrator cancelling the Certificates being surrendered and executing and authenticating in the name of, and depositing in the Retained Interest Safekeeping Account for the benefit of, the applicable Certificateholder the Exchangeable Certificates to be received thereby. For so long as the Exchangeable Certificates are held as Definitive Certificates outside the Retained Interest Safekeeping Account, the exchange shall be effected by the Certificate Administrator executing and authenticating in the name of, and delivering to, the applicable Certificateholder the Exchangeable Certificates to be received thereby, but only upon receipt by the Certificate Administrator of the Exchangeable Certificates to be surrendered (which Certificates the Certificate Administrator shall promptly cancel). Following the end of the RR VRR Interest Transfer Restriction Period, if applicable, the Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Certificates that are Global Certificates. If following the end of the RR VRR Interest Transfer Restriction Period the Exchangeable Certificates are being held in book-entry format, then the Global Certificates for one Exchangeable Group shall be exchangeable on the books of the Depository for the corresponding Global Certificates of the other Exchangeable Group, by notice to the Certificate Administrator substantially in the form of Exhibit NN. (f) In connection with any exchange of an Exchangeable Group of Certificates, (i) the Certificate Registrar shall reduce the outstanding aggregate Certificate Balance of the Class or Classes comprising the Exchangeable Group of Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding aggregate Certificate Balance of the related Class or Classes of the Exchangeable Group of Certificates received by such Holder in such exchange on the Certificate Register, and (ii) in the case of any related Global Certificate, if applicable following the end of the RR VRR Interest Transfer Restriction Period, the Certificate Registrar or the Certificate Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each related Class of Certificates to reflect such reductions and increases. The Exchangeable Certificates received in any exchange pursuant to this Section 5.13 shall have the same aggregate principal balance and be deemed to have the same VRR Realized Losses previously allocated thereto as did the Exchangeable Certificates being surrendered, taking into account distributions of principal and allocations of VRR Realized Losses in the month of the exchange. If Class V-2 Certificates or Class V-3 Certificates are being received, the aggregate principal balance of such Certificates shall be allocated among the respective Classes thereof in proportion to the then respective Maximum Certificate Balances of such Classes, and the VRR Realized Losses deemed previously allocated to such Certificates shall be allocated among the respective Classes thereof in a manner reflective of what would have been the case if such Certificates had been issued on, and had continued to be outstanding since, the Closing Date. The “initial denomination” of any Certificate received in connection with an exchange shall reflect the denomination that would have been applicable if such Certificate had been issued on the Closing Date. (g) The Certificate Administrator shall make the first distribution on a Certificate received by a Certificateholder in any exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates in the market to accomplish any exchange. (h) The parties hereto agree that the respective Classes of the Class V-2 Certificates and the respective Classes of the Class V-3 Certificates are effectively sub-classes of the portion of the Class V-1 Certificates exchanged for Class V-2 Certificates or Class V-3 Certificates, as applicable. For avoidance of doubt, no exchange of any Class V-1 Certificates for Class V-2 or Class V-3 Certificates is intended to afford the Holder greater or different rights than it had prior to the exchange.