Exhibit 4.3


 





EXECUTION
VERSION


 


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

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


TORCHLIGHT
LOAN SERVICES, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Senior Trust Advisor


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


November 1, 2015


 


JPMBB Commercial Mortgage Securities Trust
2015-C33

Commercial Mortgage Pass-Through Certificates


 


Series 2015-C33


 



    	 



    	 



    

 


TABLE OF CONTENTS


	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined Terms	 	5
	Section 1.02	Certain Calculations	 	104
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	 	105
	Section 2.02	Acceptance by Trustee	 	111
	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	 	116
	Section 2.04	Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests	 	123
	Section 2.05	Creation of the Grantor Trust	 	123
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND
	SERVICING OF THE TRUST FUND
	 
	Section 3.01	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	 	124
	Section 3.02	Collection of Mortgage Loan Payments	 	131
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	135
	Section 3.04	The Certificate 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, the Gain-on-Sale Reserve Account and the Class D Distribution Account	 	140
	Section 3.05	Permitted Withdrawals from the Certificate Account, the Distribution Accounts and the Companion Distribution Account	 	145
	Section 3.06	Investment of Funds in the Certificate Account and the REO Account	 	155
	Section 3.07	Maintenance of Insurance Policies; Errors and
    Omissions and Fidelity Coverage	 	157



 



    	-i-



    	 



    

 


	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	162
	Section 3.09	Realization Upon Defaulted Mortgage Loans and Companion Loans	 	168
	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	172
	Section 3.11	Servicing Compensation	 	173
	Section 3.12	Inspections; Collection of Financial Statements	 	179
	Section 3.13	[Reserved.]	 	183
	Section 3.14	[Reserved.]	 	183
	Section 3.15	Access to Certain Information	 	183
	Section 3.16	Title to REO Property; REO Account	 	195
	Section 3.17	Management of REO Property	 	197
	Section 3.18	Sale of Defaulted Mortgage Loans and REO Properties	 	199
	Section 3.19	Additional Obligations of Master Servicer and Special Servicer	 	205
	Section 3.20	Modifications, Waivers, Amendments and Consents	 	207
	Section 3.21	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	215
	Section 3.22	Sub-Servicing Agreements	 	221
	Section 3.23	Representations, Warranties and Covenants of the Master Servicer	 	225
	Section 3.24	Representations, Warranties and Covenants of the Special Servicer	 	226
	Section 3.25	Interest Reserve Account	 	228
	Section 3.26	[Reserved.]	 	228
	Section 3.27	Directing Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer	 	228
	Section 3.28	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	228
	Section 3.29	Intercreditor Agreements	 	233
	Section 3.30	Rating Agency Confirmation	 	235
	Section 3.31	The Senior Trust Advisor	 	237
	Section 3.32	Companion Paying Agent	 	244
	Section 3.33	Companion Register	 	244
	Section 3.34	Certain Matters Relating to the Non-Serviced Mortgage Loan	 	245
	Section 3.35	Delivery of Excluded Information to the Certificate Administrator	 	246
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	 	246
	Section 4.02	Statements to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	258
	Section 4.03	P&I Advances	 	264
	Section 4.04	Allocation of Collateral Support Deficit	 	266
	Section 4.05	Appraisal Reductions	 	268
	Section 4.06	Certificate Deferred Interest	 	271
	Section 4.07	Grantor Trust Reporting	 	272



 



    	-ii-



    	 



    

 


	Section 4.08	Investor Q&A Forum; Investor
    Registry; and Rating Agency Q&A Forum and Document Request Tool	 	273
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	 	276
	Section 5.02	Form and Registration	 	277
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	279
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	286
	Section 5.05	Persons Deemed Owners	 	287
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	287
	Section 5.07	Maintenance of Office or Agency	 	288
	Section 5.08	Appointment of Certificate Administrator	 	288
	Section 5.09	Exchangeable Certificates and the Class D Certificates	 	289
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE SENIOR
	TRUST ADVISOR AND THE DIRECTING CERTIFICATEHOLDER
	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Senior Trust Advisor and the Special Servicer	 	290
	Section 6.02	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer	 	290
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others	 	292
	Section 6.04	Depositor, Master Servicer and Special Servicer Not to Resign	 	296
	Section 6.05	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	297
	Section 6.06	The Master Servicer and the Special Servicer as Certificate Owner	 	297
	Section 6.07	The Directing Certificateholder	 	297
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	303
	Section 7.02	Trustee to Act; Appointment of Successor	 	311
	Section 7.03	Notification to Certificateholders	 	313
	Section 7.04	Waiver of Servicer Termination Events	 	313
	Section 7.05	Trustee as Maker of Advances	 	313



 



    	-iii-



    	 



    

 


	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	314
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	315
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	317
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	318
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	318
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	319
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	320
	Section 8.08	Successor Trustee or Certificate Administrator	 	322
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	323
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	323
	Section 8.11	Appointment of Custodians	 	324
	Section 8.12	Representations and Warranties of the Trustee	 	325
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	326
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	326
	Section 8.15	Compliance with the Patriot Act	 	327
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	328
	Section 9.02	Additional Termination Requirements	 	331
	 	 	 	 
	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	 	332
	Section 10.02	Use of Agents	 	336
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	336
	Section 10.04	Appointment of REMIC Administrators	 	336
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	 	337
	Section 11.02	Succession; Subcontractors	 	338



 



    	-iv-



    	 



    

 


	Section 11.03	Filing Obligations	 	340
	Section 11.04	Form 10-D Filings	 	341
	Section 11.05	Form 10-K Filings	 	344
	Section 11.06	Sarbanes-Oxley Certification	 	347
	Section 11.07	Form 8-K Filings	 	348
	Section 11.08	Form 15 Filing	 	350
	Section 11.09	Annual Compliance Statements	 	350
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	352
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	354
	Section 11.12	Indemnification	 	355
	Section 11.13	Amendments	 	357
	Section 11.14	Regulation AB Notices	 	358
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	358
	Section 11.16	Certain Matters Regarding Significant Obligors	 	363
	Section 11.17	Impact of Cure Period	 	365
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 12.01	Amendment	 	365
	Section 12.02	Recordation of Agreement; Counterparts	 	370
	Section 12.03	Limitation on Rights of Certificateholders	 	370
	Section 12.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	371
	Section 12.05	Notices	 	372
	Section 12.06	Severability of Provisions	 	377
	Section 12.07	Grant of a Security Interest	 	377
	Section 12.08	Successors and Assigns; Third Party Beneficiaries	 	378
	Section 12.09	Article and Section Headings	 	378
	Section 12.10	Notices to the Rating Agencies	 	378


 



    	-v-



    	 



    

 


EXHIBITS


 


	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-SB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class X-C Certificate
	Exhibit A-9	Form of Class X-D Certificate
	Exhibit A-10	Form of Class A-S Certificate
	Exhibit A-11	Form of Class B Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D-1 Certificate
	Exhibit A-14	Form of Class D-2 Certificate
	Exhibit A-15	Form of Class D Certificate
	Exhibit A-16	Form of Class E Certificate
	Exhibit A-17	Form of Class F Certificate
	Exhibit A-18	Form of Class G Certificate
	Exhibit A-19	Form of Class NR Certificate
	Exhibit A-20	Form of Class R Certificate
	Exhibit A-21	Form of Class Z Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit 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 and Class Z Certificates
	Exhibit G	Form of Statement to Certificateholders
	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



 



    	-vi-



    	 



    

 


	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of the 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 Loan
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Senior Trust Advisor Annual Report
	Exhibit W	Form of Notice from Senior Trust 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 Senior Trust Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	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



 



    	-vii-



    	 



    

 


	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	Form of Notice of Exchangeable Certificates for the Class D Certificates
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate



 



    	-viii-



    	 



    

 


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


 



    	-ix-



    	 



    

 


This Pooling and Servicing
Agreement is dated and effective as of November 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor.


 


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 fund (the “Trust Fund”) 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 Fund (exclusive of the Excess Interest, the proceeds thereof in the Excess Interest
Distribution Account, any Exchangeable Certificates that have been exchanged for the Class D Certificates and the proceeds thereof
in the Class D 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 (i) any Exchangeable Certificates that have been exchanged for the
Class D Certificates and the Class D Distribution Account, and (ii) the Excess Interest, the Excess Interest Distribution Account
and the proceeds thereof, 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 D Certificates shall
represent undivided beneficial interests in the portion of the Grantor Trust consisting of the exchanged Exchangeable Certificates
and the Class D Distribution Account. The Class Z Certificates shall represent undivided beneficial interests in the portion of
the Grantor Trust consisting of the Excess Interest and proceeds thereof in the Excess Interest Distribution Account. As provided
herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the portion of the Trust
Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as
part of the Trust REMICs.


 


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 LA3,
Class LA4, Class LASB, Class LAS, Class LB, Class LC, Class LD1, Class LD2, Class LE, Class LF,
Class LG and Class LNR Uncertificated Interests (the “Uncertificated Lower-Tier 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 interest” in the Lower-Tier
REMIC and is represented by the Class R Certificates.


 


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


 


	
        Class Designation

	 	
        Interest Rate or 

Pass-Through 

Rate

	 	Original Lower-Tier
 Principal Amount



	Class LA1	 	(1)	 	$	28,723,000	 
	Class LA2	 	(1)	 	$	44,092,000	 
	Class LA3	 	(1)	 	$	135,000,000	 
	Class LA4	 	(1)	 	$	286,963,000	 
	Class LASB	 	(1)	 	$	38,471,000	 
	Class LAS	 	(1)	 	$	40,946,000	 
	Class LB	 	(1)	 	$	35,232,000	 
	Class LC	 	(1)	 	$	41,899,000	 
	Class LD1	 	(1)	 	$	23,805,000	 
	Class LD2	 	(1)	 	$	19,997,000	 
	Class LE	 	(1)	 	$	19,997,000	 
	Class LF	 	(1)	 	$	8,570,000	 
	Class LG	 	(1)	 	$	15,236,000	 
	Class LNR	 	(1)	 	$	22,853,212	 
	Class LR	 	None (2)	 	 	None	 


 


 



 


		(1)	The
                                         interest rate for such Class of Uncertificated Lower-Tier 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 Yield Maintenance Charges. Any Available Distribution Amount 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 Uncertificated Lower-Tier Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C, Class D-1,
Class D-2, Class E, Class F, Class G and Class NR Certificates which will evidence the “regular interests”
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 interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


 


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:


 



    	-2-



    	 



    

 


	Class
    Designation	 	
        Initial Pass-Through 

Rate

	 	
        Original

        Certificate

        Balance or

        Notional Amount


	Class A-1 Certificates	 	1.8977%	 	$28,723,000
	Class A-2 Certificates	 	3.0613%	 	$44,092,000
	Class A-3 Certificates	 	3.5043%	 	$135,000,000
	Class A-4 Certificates	 	3.7697%	 	$286,963,000
	Class A-SB Certificates	 	3.5623%	 	$38,471,000
	Class X-A Certificates	 	1.0553070%(1)	 	$574,195,000(2)
	Class X-B Certificates	 	0.3444060%(1)	 	$35,232,000(2)
	Class X-C Certificates	 	0.0000%(1)(3)	 	$41,899,000(2)
	Class X-D Certificates	 	0.5000%(1)	 	$43,802,000(2)
	Class A-S Certificates	 	4.0226%	 	$40,946,000
	Class B Certificates	 	4.2743%	 	$35,232,000
	Class C Certificates	 	4.6187060%	 	$41,899,000
	Class D-1 Certificates	 	4.1187060%	 	$23,805,000
	Class D-2 Certificates	 	4.1187060%	 	$19,997,000
	Class E Certificates	 	4.6187060%	 	$19,997,000
	Class F Certificates	 	4.6187060%	 	$8,570,000
	Class G Certificates	 	4.6187060%	 	$15,236,000
	Class NR Certificates	 	4.6187060%	 	$22,853,212
	Class R Certificates	 	None(4)	 	N/A
	Class Z Certificates(5)	 	None(4)	 	N/A


 

 



 


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



 


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



 


		(3)	The
                                         Class X-C Certificates will not be entitled to receive distributions of principal other
                                         than a payment of $100 on the first Distribution Date which will be deemed a payment
                                         of principal on the principal balance of the REMIC regular interest represented by the
                                         Class X-C Certificates for federal income tax purposes.



 


		(4)	Neither
                                         the Class R nor the Class Z Certificates will have a Certificate Balance or
                                         a Notional Amount, bear interest or be entitled to distributions of Yield Maintenance
                                         Charges. Any Available Distribution Amount 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.



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $761,784,213.


 



    	-3-



    	 



    

 


The initial Certificate
Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without giving effect to any exchange
and conversion for Class D Certificates. The initial Certificate Balance of the Class D Certificates is equal to the
aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of
the Class D Certificates that could be issued in an exchange and conversion. The Class D Certificates will not have a
Pass-Through Rate, but will receive distributions of principal and interest that would otherwise be distributable to the Exchangeable
Certificates that were converted in an exchange for such Class D Certificates. For the initial Distribution Date, the effective
Pass-Through Rate of the Class D Certificates is 4.1187%.


 


The 32 Avenue of the
Americas Pari Passu Companion Loans, the DoubleTree Anaheim - Orange County Pari Passu Companion Loan, the New Center One Building
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 assets 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 32 Avenue of the
Americas Whole Loan consists of the 32 Avenue of the Americas Mortgage Loan and the 32 Avenue of the Americas Pari Passu Companion
Loans. The 32 Avenue of the Americas Mortgage Loan and the 32 Avenue of the Americas Pari Passu Companion Loans are pari passu
with each other. The 32 Avenue of the Americas Mortgage Loan is part of the Trust Fund. The 32 Avenue of the Americas Pari Passu
Companion Loans are not part of the Trust Fund. The 32 Avenue of the Americas Mortgage Loan and the 32 Avenue of the Americas Pari
Passu Companion Loans will be serviced and administered in accordance with this Agreement and the 32 Avenue of the Americas Intercreditor
Agreement.


 


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


 


The New Center One
Building Whole Loan consists of the New Center One Building Mortgage Loan and the New Center One Building Pari Passu
Companion Loan. The New Center One Building Mortgage Loan and the New Center One Building Pari Passu Companion Loan are pari
passu with each other. The New Center One Building Mortgage Loan is part of the Trust Fund. The New Center One Building
Pari Passu Companion Loan is not part of the Trust Fund. The New Center One Building Mortgage Loan and the New Center One





 



    	-4-



    	 



    

 


Building
Pari Passu Companion Loan will be serviced and administered in accordance with the JPMBB Commercial Mortgage Securities Trust
2015-C32 Pooling and Servicing Agreement and the New Center One Building Intercreditor Agreement.


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


“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 (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.


 


“32 Avenue of
the Americas Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 17, 2015, by and between
the holders of the 32 Avenue of the Americas Pari Passu Companion Loans and the holder of the 32 Avenue of the Americas Mortgage
Loan, relating to the relative rights of such holders of the 32 Avenue of the Americas Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“32 Avenue of
the Americas Mortgage Loan”: With respect to the 32 Avenue of the Americas 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 32 Avenue of the Americas Pari Passu Companion Loans to the extent set forth
in the 32 Avenue of the Americas Intercreditor Agreement.


 


“32 Avenue of
the Americas Mortgaged Property”: The Mortgaged Property which secures the 32 Avenue of the Americas Whole Loan.


 


“32 Avenue of
the Americas Pari Passu Companion Loans”: With respect to the 32 Avenue of the Americas Whole Loan, the Companion Loans
evidenced by promissory notes A-2, A-3, A-4 and A-5 made by the related Mortgagor and secured by the Mortgage on the 32 Avenue
of the Americas Mortgaged Property, which are not included in the Trust and each of


 



    	-5-



    	 



    

 


which
are pari passu in right of payment to the 32 Avenue of the Americas Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the 32 Avenue of the Americas Intercreditor Agreement.


 


“32 Avenue of
the Americas Whole Loan”: The 32 Avenue of the Americas Mortgage Loan, together with the 32 Avenue of the Americas Pari
Passu Companion Loans, each of which is secured by the same Mortgage on the 32 Avenue of the Americas Mortgaged Property. References
herein to the 32 Avenue of the Americas Whole Loan shall be construed to refer to the aggregate indebtedness under the 32 Avenue
of the Americas Mortgage Loan and the 32 Avenue of the Americas Pari Passu Companion Loans.


 


“AB Control
Appraisal Period”: The “Control Appraisal Period” as defined in the AB Intercreditor Agreement.


 


“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 avoidance of doubt, there is no AB Intercreditor Agreement related to the Trust.


 


“AB Mortgage
Loan”: A senior “A note” included in the Trust that is part of an AB Whole Loan and which is a Mortgage Loan
that is part of the Trust. For avoidance of doubt, there is no AB Mortgage Loan in the Trust Fund.


 


“AB Mortgaged
Property”: The Mortgaged Property which secures the related AB Whole Loan. For avoidance of doubt, there is no AB Mortgaged
Property related to the Trust.


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For avoidance of doubt, there is no AB Subordinate Companion
Loan related to the Trust.


 


“AB Whole Loan”:
A Whole Loan, which consists of such Mortgage Loan, Pari Passu Companion Loans (if any) and the related AB Subordinate Companion
Loan. For avoidance of doubt, there is no AB Whole Loan related to the Trust.


 


“AB Whole Loan
Controlling Holder”: The “Controlling Holder” or similarly defined party identified in the related AB Intercreditor
Agreement. For avoidance of doubt, there is no AB Whole Loan Controlling Holder related to the Trust.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any 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


 



    	-6-



    	 



    

 


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 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 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 6.07 hereof)) (or, with respect to a Serviced AB Whole
Loan, and prior to the occurrence and continuance of any related AB Control Appraisal Period, with the consent of the related
AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either (a) such
insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against
for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property
is located, or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder
(or, with respect to a Serviced AB Whole Loan, the related AB Whole Loan Controlling Holder prior to the occurrence and continuance
of 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.


 


“Accrued Certificate
Interest”: With respect to each Distribution Date and each Class of Regular Certificates, an amount equal to interest
for the related Interest Accrual Period at the Pass-Through Rate of such Class of Certificates for such Distribution Date, accrued
on the related Certificate Balance (or with respect to the Class X Certificates, the related Notional Amount of such Class)
outstanding immediately prior to such Distribution Date (provided that for interest accrual purposes any distributions in
reduction of Certificate Balance or Notional Amount or reductions in Certificate Balance or Notional Amount as a result of allocations
of Collateral Support Deficit on the Distribution Date occurring in an Interest Accrual Period shall be deemed to have been made
on the first day of such Interest Accrual Period). Accrued Certificate Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. With respect to each Class of Exchangeable Certificates and the Class D Certificates,
for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable
Certificates and the Class D Certificates, all amounts of Accrued Certificate Interest of each Class of Exchangeable Certificates
for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for
Class D Certificates; provided, however, that all amounts of Accrued Certificate Interest that are allocable to Exchangeable
Certificates that have been exchanged and converted


 



    	-7-



    	 



    

 


for Class D
Certificates shall be deemed allocable to such Class D Certificates, without duplication.


 


“Accrued Interest
From Recoveries”: With respect to each Distribution Date and any Class of Principal Balance Certificates that had an
increase to its Certificate Balance as a result of the Trust Fund’s recovery of Nonrecoverable Advances that were previously
reimbursed to the Master Servicer or Trustee, as applicable, from general principal collections, is an amount equal to interest
at the Pass-Through Rate applicable to that Class for the applicable Interest Accrual Periods on the amount of such increase to
its Certificate Balance accrued from the Distribution Date on which the related Collateral Support Deficit was allocated to such
Class as a result of the reimbursement of Nonrecoverable Advances from the Trust (whether such Collateral Support Deficit was allocated
as a result of the initial allocation of such Collateral Support Deficit or as a result of further allocations of Collateral Support
Deficits unrelated to such initial allocations) to, but not including, the Distribution Date on which the Certificate Balance was
so increased. With respect to each Class of Exchangeable Certificates and the Class D Certificates, for purposes of determining
allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and
the Class D Certificates, all amounts of Accrued Interest From Recoveries of each Class of Exchangeable Certificates for any
Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class D
Certificates; provided, however, that all amounts of Accrued Interest From Recoveries that would otherwise be allocable
to Exchangeable Certificates that have been exchanged and converted for Class D Certificates shall be deemed allocable to
such Class D Certificates, without duplication.


 


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


 


“Actual/360
Mortgage 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).


 



    	-8-



    	 



    

 


“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 such fee rate accounts for the Trustee Fee), the
Senior Trust Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate, in each case computed
on the basis of the Stated Principal Balance of the related Mortgage Loan, and in the same manner as interest is calculated on
such Mortgage Loan.


 


“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.


 


“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 such 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 Independent MAI appraiser with at least five (5) years’ experience in properties of like kind
and in the same area, prepared in accordance with 12 C.F.R. 225.64, or, in connection with an Appraisal Reduction, a valuation
meeting the requirements of clause (b)(i)(A)(2) in the definition of Appraisal Reduction.


 



    	-9-



    	 



    

 


“Appraisal Reduced
Interest”: With respect to any Mortgage Loan, accrued and unpaid interest at the related Mortgage Rate that is not advanced
by the Master Servicer or Trustee solely due to the reduction of the interest portion of the related P&I Advance pursuant to
Section 4.03(e) hereof.


 


“Appraisal Reduction”:
For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, in consultation with
the Directing Certificateholder, and, after the occurrence and during the continuance of a Control Event, in consultation with
the Senior Trust Advisor), as of the first Determination Date that is at least ten (10) Business Days following the date on which
the Special Servicer receives an Appraisal or conducts a valuation described below, equal to the excess of (a) the Stated
Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may
be, 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 (together with any other
Mortgage Loan cross-collateralized with such 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 (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance
less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make
(without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant and
(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 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), (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 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 (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the
definition of Appraisal Reduction Event, within one hundred-twenty (120) days (in the case of clause (i)) or ninety
(90) days or one hundred-twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for
the related


 



    	-10-



    	 



    

 


Appraisal
Reduction Event), the amount of the Appraisal Reduction 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 is calculated as of the first Determination Date that
is at least ten (10) Business Days thereafter. 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 with respect to an Appraisal Reduction Event as set forth in clause (i)
of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such
Appraisal within the one hundred-twenty (120)-day period set forth in such clause (i), and with respect to an Appraisal
Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall
order and use reasonable efforts to receive such Appraisal within the ninety (90)-day period or one hundred-twenty (120)-day period,
as applicable, set forth in such clause (vi); 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), ninety (90), or one hundred-twenty
(120)-day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the
Special Servicer to the Master Servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination
Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction,
the Master Servicer shall provide the Special Servicer with the information as set forth in Section 4.05(c). The Master
Servicer will not calculate Appraisal Reductions.


 


With respect to any Appraisal
Reduction 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 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
Fund or as otherwise set forth in Section 4.05(d).


 


Any Appraisal Reduction
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 Pooling Agreement.


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related 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 Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Monthly 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


 



    	-11-



    	 



    

 


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 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) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment
with respect to such Mortgage Loan or Companion Loan, as applicable, except where a refinancing is anticipated within one hundred-twenty
(120) days after the Maturity Date of the Mortgage Loan or Companion Loan, as applicable, in which case one hundred-twenty (120)
days after such uncured delinquency, and (vii) immediately after such Mortgage Loan or Companion Loan, as applicable, becomes
an REO Loan; provided, however, that the 30-day period referenced in clauses (iii) and (iv) above
shall not apply if the related Mortgage Loan is a Specially Serviced Mortgage Loan; provided, further, however,
that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Certificates
(other than the Class A-1, Class A-2, Class A-3 Class A-4 and Class A-SB Certificates) have been reduced to zero. The Special
Servicer shall notify the Master Servicer, the Directing Certificateholder and the Senior Trust Advisor, or the Master Servicer
shall notify the Special Servicer and the Senior Trust Advisor, as applicable, promptly upon such Person having notice or knowledge
of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal
Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


“Appraised Value”:
With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined
by an Appraisal of the Mortgaged Property securing the related Mortgage Loan or Serviced 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
Pooling Agreement.


 


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


 


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


 


“Asset Status
Report”: As defined in Section 3.21(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


 



    	-12-



    	 



    

 


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 Due Period and with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment
or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to any related Companion
Loan), an amount equal to the sum of (a) the principal portion of the Monthly 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, if applicable) 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 Distribution
Amount”: 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 Pooling Agreement and/or the related Non-Serviced Intercreditor 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 3.19(a)) on deposit in the Certificate Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Certificate Account that is held for the benefit of the Companion Holders), the
Distribution Accounts and, without duplication, the REO Account, in each case, exclusive of any amount on deposit in or credited
to any portion of the REO Account that is held for the benefit of the Companion Holders, as of the close of business on the related
P&I Advance Date, exclusive of (without duplication):


 


(i)          all
Monthly Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Due 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


 



    	-13-



    	 



    

 


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


 


(iv)         with
respect to the Interest Reserve 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 Net Mortgage Rate to the extent
such amounts are Withheld Amounts;


 


(v)          all
Excess Interest allocable to the Mortgage Loans (which is separately distributed only to the Class Z Certificates);


 


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


 


(vii)        all
amounts deposited in the Certificate Account, the Lower-Tier REMIC Distribution Account and, without duplication, the REO 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 Certificate Account for such Distribution Date pursuant to Section 3.16(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 the related Certificate Administrator Fee 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)          for
the 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 3.25(b).


 


Notwithstanding the investment of funds
held in the Certificate Account pursuant to Section 3.06, for purposes of calculating the Available Distribution Amount,
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


 



    	-14-



    	 



    

 


an amortization
schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan, as of any date of determination, the Monthly 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”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class A-1, Class A-2,
Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D-1 and Class D-2 Certificates,
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 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 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 such
discount rate is greater than or equal to the Mortgage Rate on the related Mortgage Loan or Serviced Whole Loan, and is greater
than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction shall equal zero and (3) if
the 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). The Master
Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating the Base
Interest Fraction.


 


“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, the holder of a mezzanine loan that has accelerated the related mezzanine
loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly giving rise to the automatic acceleration
under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate of such mezzanine lender, and (iii) such mezzanine
lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral
under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure
the related mezzanine loan, or any Borrower Party Affiliate.


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has
accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly
giving


 



    	-15-



    	 



    

 


rise
to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate of such mezzanine
lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with
foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings against the
equity collateral pledged to secure the related mezzanine loan, (a) any other Person controlling or controlled by or under common
control with such borrower, Mortgagor, manager or mezzanine 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 mezzanine lender, as applicable. 
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.


 


“Breach”:
As defined in Section 2.03(b).


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in Charlotte, North Carolina, Oakland, California,
Overland Park, Kansas, Minneapolis, Minnesota, New York, New York, Pittsburgh, Pennsylvania, San Francisco, California, Bethesda,
Maryland, Miami, Florida or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator,
or the principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special
Servicer is 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 2015-C33, as executed and delivered
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
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 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
JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Certificate
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 Certificate 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 Fund or either Trust REMIC formed
hereunder.


 



    	-16-



    	 



    

 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role 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 0.00590%
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)).
The initial Certificate Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without
giving effect to any exchange and conversion for Class D Certificates. The initial Certificate Balance of the Class D
Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the
maximum principal balance of such Class that could be issued in an exchange and conversion. In the event that no Exchangeable Certificates
are converted to Class D Certificates, the Class D Certificate Balance would be equal to zero. For purposes of distributions
to the Certificates pursuant to this Agreement, other than for federal income tax purposes, any exchange of (i) a portion of the
Exchangeable Certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of
each related component Class of the Exchangeable Certificates, and a conversion and increase, on a dollar-for-dollar basis, of
the Certificate Balance of the Class D Certificates, and (ii) any amount of the Class D Certificates will result in a
conversion and reduction, on a dollar-for-dollar basis, of the Certificate Balance of the Class D Certificates converted,
and a conversion and increase, on a dollar-for-dollar basis, of a proportionate share of the related Certificate Balances of each
Class of Certificates that are components of the Exchangeable Certificates.


 


“Certificate
Deferred Interest”: For any Distribution Date, with respect to any Class of Principal Balance Certificates, an amount
equal to the Mortgage Deferred Interest allocated to such Class of Principal Balance Certificates pursuant to Section 4.06(a).
With respect to each Class of Exchangeable Certificates and the Class D Certificates, for purposes of


 



    	-17-



    	 



    

 


determining
allocations under Section 4.06(a) of this Agreement as between the Exchangeable Certificates and the Class D
Certificates, all amounts of Certificate Deferred Interest of each Class of Exchangeable Certificates for any Distribution Date
shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class D Certificates;
provided, however, that all amounts of Certificate Deferred Interest that would otherwise be allocable to Exchangeable
Certificates that have been exchanged and converted for Class D Certificates shall be deemed allocable to such Class D
Certificates, without duplication.


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, a manager of a Mortgaged Property, a Mortgagor 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 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; provided, further, however, 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


 



    	-18-



    	 



    

 


obligations
or liabilities hereunder; and provided, further, however, that such restrictions shall not apply to the exercise
of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their
or their Affiliates’ rights as a member of the Controlling Class. 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.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 7.01(d) hereof, the Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking
into account the application of Collateral Support Deficits and the application of any Appraisal Reductions to notionally reduce
the Certificate Balance of the Certificates) of all Principal Balance Certificates and the Class D Certificates on an aggregate
basis.


 


“Certification
Parties”: As defined in Section 11.06. “Certification Party” shall mean any one of the
Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-3, 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 1.8977%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0613%.


 



    	-19-



    	 



    

 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5043%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.7697%.


 


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


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.0226%.


 


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” 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-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5623%.


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.2743%.


 


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


 


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


 


“Class D
Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the


 



    	-20-



    	 



    

 


Authenticating
Agent on behalf of the Depositor in substantially the form of Exhibit A-15 to this Agreement. For federal income tax
purposes, the Class D Certificates represent undivided beneficial interests in the related portion of the Grantor Trust in
respect of the Exchangeable Certificates that have been exchanged and converted for Class D Certificates. Upon any such exchange
and conversion, the Exchangeable Certificates so exchanged and converted shall cease to be outstanding, but the regular interests
in the Upper-Tier REMIC represented by such Exchangeable Certificates shall continue to be outstanding in uncertificated form
in the Grantor Trust and shall henceforth be represented by the Class D Certificates.


 


“Class D
Distribution Account”: The segregated trust account or accounts created and maintained as a separate account or accounts
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National
Association, as Trustee, for the benefit of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage
Pass-Through Certificates, Class D Distribution Account,” and which must be an Eligible Account or a subaccount of an
Eligible Account. The Class D Distribution Account shall not be an asset of either Trust REMIC formed hereunder, but rather
shall be an asset of the Grantor Trust.


 


“Class D-1 Certificate”:
A Certificate designated as “Class D-1” 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-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date less 0.5000%.


 


“Class D-2 Certificate”:
A Certificate designated as “Class D-2” 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 D-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate
for such Distribution Date less 0.5000%.


 


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


 


“Class 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-17 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“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.


 



    	-21-



    	 



    

 


“Class G Certificate”:
A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-18 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


“Class LA3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original 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.


 



    	-22-



    	 



    

 


“Class LD1
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 LD2
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 LG
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-19
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“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 R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-20
hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class Unpaid
Interest Shortfall”: As to any Distribution Date and any Class of Regular Certificates, the excess, if any, of (a) the
sum of (i) the Distributable Certificate Interest in respect of such Class of Certificates for the immediately preceding Distribution
Date and (ii) any outstanding Class Unpaid Interest Shortfall payable to such Class of Certificates on such


 



    	-23-



    	 



    

 


preceding
Distribution Date over (b) the aggregate amount in respect of interest actually distributed to such Class of Certificates
on such immediately preceding Distribution Date. The Class Unpaid Interest Shortfall with respect to any Class of Certificates
as of the initial Distribution Date is zero. No interest shall accrue on Class Unpaid Interest Shortfalls. With respect to each
Class of Exchangeable Certificates and the Class D Certificates, for purposes of determining allocations and distributions
under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class D Certificates,
all amounts of Class Unpaid Interest Shortfalls of each Class of Exchangeable Certificates for any Distribution Date shall be
determined without regard to any exchange and conversion of such Exchangeable Certificates for Class D Certificates; provided,
however, that all amounts of Class Unpaid Interest Shortfalls that are allocable to Exchangeable Certificates that have
been exchanged and converted for Class D Certificates shall be deemed allocable to such Class D Certificates, without duplication.


 


“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 Certificates, Class X-B Certificates, Class X-C Certificates and Class X-D Certificates, or any
of the Class X-A Certificates, Class X-B Certificates, Class X-C Certificates or Class X-D 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-6 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.


 


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


 


“Class X-A Pass-Through
Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date shall equal 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 the 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-7 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 the Class X-B Certificates for any Distribution Date shall equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class
B Certificates for such 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.


 



    	-24-



    	 



    

 


“Class X-C Certificate”:
A Certificate designated as “Class X-C” 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-C Notional
Amount”: As of any date of determination, the Certificate Balance of the Class C Certificates.


 


“Class X-C
Pass-Through Rate”: The Pass-Through Rate for the Class X-C Certificates for any Distribution Date shall equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class
C Certificates for such 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.


 


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


 


“Class X-D Notional
Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class D-1 and Class D-2 Certificates
(determined without giving effect to any exchange and conversion of any Class D-1 or Class D-2 Certificates for Class D Certificates).


 


“Class X-D Pass-Through
Rate”: The Pass-Through Rate for the Class X-D Certificates for any Distribution Date shall equal 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 D-1 Certificates and the Class D-2 Certificates, weighted on the basis of their respective Certificate Balances
(calculated without giving effect to any exchange and conversion of any Class D-1 or Class D-2 Certificates for Class D Certificates)
immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class Z Certificate”:
Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit
A-21 and designated as a Class Z Certificate, and evidencing an undivided beneficial interest in the portion of the Grantor
Trust that is described in Section 2.05.


 


“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”:
November 30, 2015.


 


“CMBS”:
Commercial mortgage-backed securities.


 



    	-25-



    	 



    

 


“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
Support Deficit”: As defined in Section 4.04(a).


 


“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 JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33.”
The Companion Distribution Account shall not be an asset of the Trust Fund, either 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 Holder”:
Each of the holders of record of any Companion Loan.


 


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


 


“Companion Paying
Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent
appointed pursuant to Section 3.32.


 


“Companion Register”:
The register maintained by the Companion Paying Agent pursuant to Section 3.33.


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loan) and any related Serviced
Pari Passu Companion Loan, 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 and any
related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Mortgage Loan or a 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 and Serviced Pari Passu Companion Loan for
which such Servicing Fees are being paid for such Due Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment
Interest Excesses received by the Master Servicer during such Due Period with respect to the Mortgage Loans (and, so long as a
Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan(s)) subject to such prepayment and (C)
to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Due Period received
by the Master Servicer during such Due Period with respect to the


 



    	-26-



    	 



    

 


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’s allowing the related Mortgagor
to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal
Prepayments (other than (V) the Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents
or if the Mortgage Loan is a Specially Serviced Mortgage 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 a Control Event has not occurred
and is not continuing and with respect to the Mortgage Loans other than any 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 Pari Passu Whole Loan shall be allocated among the related
Mortgage Loan and related Serviced Pari Passu Companion Loan, pro rata, in accordance with their respective outstanding
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 application of any Appraisal Reductions; provided, however, that 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, a Consultation Termination Event shall be deemed not to be continuing; 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 3.28(l); provided, that no Consultation Termination Event resulting solely
from the operation of clause (ii) 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.


 


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


 


“Control Event”:
The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application of any Appraisal
Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being
reduced to less than 25% of the Original Certificate Balance of such Class; provided, however, that 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, a


 



    	-27-



    	 



    

 


Control
Event shall be deemed not to be continuing; 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 3.28(l).


 


“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 Appraisal Reductions 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 shall be the most subordinate
class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to any
Appraisal Reductions. 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 Senior Trust 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, Senior
Trust Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Senior Trust Advisor
shall be entitled to rely on any such list so provided.


 


“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 JPMBB 2015-C33; and (iii) for all other purposes, to the Certificate Administrator
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), JPMBB Commercial Mortgage Securities
Trust 2015-C33, telecopy number (410) 715-2380.


 


“Corrected Mortgage
Loan”: Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Monthly
Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as
applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving
the Mortgagor), and (provided that no additional default is foreseeable in the reasonable judgment of the Special Servicer
and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to
Section 3.21(a).


 



    	-28-



    	 



    

 


“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 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 Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Appraisal Reduction 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


 



    	-29-



    	 



    

 


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 and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification
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 Companion Loan) and for any Distribution Date, an 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.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage 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 and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total Loan
Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery
Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Template, (2) CREFC® Servicer


 



    	-30-



    	 



    

 


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


 



    	-31-



    	 



    

 


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.


 



    	-32-



    	 



    

 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Mortgage 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 (calculated without giving
effect to any exchange of Exchangeable Certificates for Class D Certificates) have all been reduced to zero as a result of the
allocation of Collateral Support Deficits to those Certificates.


 


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


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, (i) a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group or (ii) 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 Defect or a Breach (the Crossed Underlying Loan(s) in such Crossed Mortgage
Loan Group affected by such Defect or Breach, for purposes of this definition, the “affected Crossed Underlying Loans”
and the other Crossed Underlying Loan(s) in such Crossed


 



    	-33-



    	 



    

 


Mortgage
Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the weighted average
Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four most recently reported calendar quarters
preceding the repurchase or substitution shall not be less than the greater of (a) the weighted average Debt Service Coverage
Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently
reported calendar quarters preceding the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio
for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained
by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the least of (a) the
weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s),
determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of
the related Mortgage Loan Seller, (b) the weighted average 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, (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 Fund (while the Trust
forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust Fund)
and (v) (other than with respect to any Excluded Loan) unless a Control 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.


 


“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.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan, in November 2015, or with respect to any Mortgage
Loan that has its first Due Date in December 2015, the date that would have otherwise been the related Due Date in November 2015.


 


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


 


“DBRS”:
DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS” shall be
deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the


 



    	-34-



    	 



    

 


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 Monthly 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 Supplement
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 Monthly 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, Companion Loan during
such Due 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 Mortgage
Loan”: A Mortgage Loan (i) that is delinquent at least sixty (60) days in respect of its Monthly Payments or more
than thirty (30) days (or sixty (60) days with respect to the circumstances described in clause (ii) of the definition
of Servicing Transfer Event) delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or 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 Mortgage Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.20(k).


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Senior Trust Advisor, 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.


 



    	-35-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“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 Business Day immediately succeeding such eleventh (11th) calendar
day).


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be Torchlight Investors, LLC. Thereafter, 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) shall, subject to the terms of Section 3.28(b) hereof, 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 shall be no Directing Certificateholder until


 



    	-36-



    	 



    

 


appointed
in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control 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 shall 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 will 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 3.28(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.


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust Fund or on behalf of a Companion Holder or the performance of any construction work on the REO Property (other than
the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed
before default became imminent), 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 or REO Property (other than any Non-Serviced Mortgage Loan
or 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 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, 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 expressly entitled pursuant to Section 3.11 of
this Agreement.


 



    	-37-



    	 



    

 


“Disclosure
Parties”: As defined in Section 3.15(f).


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing,
(iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) 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 either
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.


 


“Distributable
Certificate Interest”: With respect to any Distribution Date, as to any Class of Regular Certificates, the Accrued Certificate
Interest in respect of such Class of Regular Certificates for such Distribution Date, reduced (to not less than zero) by (i) any
allocations to such Class of Regular Certificates (other than the Class X Certificates) of the product of (a) any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date, multiplied by (b) a fraction, expressed as a decimal,
the numerator of which is the Interest Distribution Amount (without regard to the allocation of Prepayment Interest Shortfalls
for such Distribution Date) in respect of such Class of Certificates for such Distribution Date, and the denominator of which is
the aggregate Interest Distribution Amount (without regard to the allocation of Prepayment Interest Shortfalls for such Distribution
Date) in respect of all the Classes of Regular Certificates (other than the Class X Certificates) for such Distribution Date
and (ii) any Certificate Deferred Interest for such Distribution Date allocated to such Class of Regular Certificates pursuant
to Section 4.06(a). With respect to each Class of Exchangeable Certificates and the Class D Certificates, for
purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable
Certificates and the Class D Certificates, all amounts of Distributable Certificate Interest of each Class of Exchangeable
Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates
for Class D Certificates; provided, however, that all amounts of Distributable Certificate Interest that would
otherwise be allocable to such converted Exchangeable Certificates shall be deemed allocable to such Class D Certificates,
without duplication.


 



    	-38-



    	 



    

 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Class D 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 4th Business Day following each Determination Date, beginning in December 2015. The initial Distribution Date
shall be December 17, 2015.


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the
Certificate Administrator, Trustee or Senior Trust Advisor, 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.


 


“DoubleTree
Anaheim - Orange County Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 30, 2015, by
and between the holder of the DoubleTree Anaheim - Orange County Pari Passu Companion Loan and the holder of the DoubleTree Anaheim
- Orange County Mortgage Loan, relating to the relative rights of such holders of the DoubleTree Anaheim - Orange County Whole
Loan, as the same may be further amended in accordance with the terms thereof.


 


“DoubleTree
Anaheim - Orange County Mortgage Loan”: With respect to the DoubleTree Anaheim - Orange County 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
note A-1, and is pari passu in right of payment with the DoubleTree Anaheim - Orange County Pari Passu Companion Loan to
the extent set forth in the DoubleTree Anaheim - Orange County Intercreditor Agreement.


 


“DoubleTree
Anaheim - Orange County Mortgaged Property”: The Mortgaged Property which secures the DoubleTree Anaheim - Orange County
Whole Loan.


 


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


 


“DoubleTree
Anaheim - Orange County Whole Loan”: The DoubleTree Anaheim - Orange County Mortgage Loan, together with the DoubleTree
Anaheim - Orange County Pari Passu Companion Loan, each of which is secured by the same Mortgage on the DoubleTree Anaheim - Orange
County Mortgaged Property. References herein to the DoubleTree Anaheim - Orange County Whole Loan shall be construed to refer to
the aggregate


 



    	-39-



    	 



    

 


indebtedness
under the DoubleTree Anaheim - Orange County Mortgage Loan and the DoubleTree Anaheim - Orange County Pari Passu Companion Loan.


 


“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 Monthly 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 Monthly 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 Monthly Payment on the related
Mortgage Loan or Companion Loan had been scheduled to be first due.


 


“Due 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 such 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 such Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of a Due Period (or applicable grace period) is not
a Business Day, any Monthly Payments received with respect to the Mortgage Loans or Companion Loan relating to such Due Period
on the Business Day immediately following such day shall be deemed to have been received during such Due Period and not during
any other Due Period.


 


“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, (B) the long-term unsecured debt obligations of
which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated
at least “A” by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least
two (2) NRSROs
(which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the deposits
are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating
of not less than “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or
higher) by at least two (2) 


 



    	-40-



    	 



    

 


NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency
Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured
debt rating shall be at least “A2” from Moody’s and “A” from Fitch (if the deposits are to be held
in the account for more than thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS,
an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating
confirmed in a Rating Agency Confirmation) or Wells Fargo Bank, National Association’s short-term deposit or short-term
unsecured debt rating shall be at least “P-1” from Moody’s and “F1” from Fitch (if the deposits
are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or
if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other
rating confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with PNC Bank, National Association
so long as PNC Bank, National Association’s long term unsecured debt or deposit account rating shall be at least “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two
(2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) or 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)
and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating by at least two
(2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation); (iv)
(a) solely with respect to the escrow accounts and reserve accounts, an account or accounts maintained at KeyBank provided that
KeyBank’s long-term unsecured debt rating is at least “A3” by Moody’s and the aggregate amounts in such
escrow and reserve accounts do not exceed 10% of aggregate stated principal balance of all the Mortgage Loans and Serviced Companion
Loans and (b) with respect to any account other than the escrow accounts and reserve accounts, an account or accounts maintained
at KeyBank provided that (1) KeyBank’s long-term unsecured debt rating is at least “A2” by Moody’s if
the deposits are to be held in such account for more than 30 days and (2) KeyBank’s short-term unsecured debt rating is
at least “P-1” by Moody’s if the deposits are to be held in such account for 30 days or less; or (v) 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) – (iv) 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; (vi) any other account or accounts not listed in clauses (i) – (iv)
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 3.30), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
the Master Servicer or the Special Servicer, or (vii) a


 



    	-41-



    	 



    

 


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


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class Z Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 2013-08 (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 Class E, Class F, Class G 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 each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan documents. The Excess
Interest shall not be an asset of either 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, for the benefit of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33, Class Z, Excess Interest Distribution Account”, and which must
be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest


 



    	-42-



    	 



    

 


Distribution
Account shall be held solely for the benefit of the Holders of the Class Z Certificates. The Excess Interest Distribution Account
shall not be an asset of either 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 Mortgage Loan and any
particular modification, waiver, extension or amendment with respect to such Corrected Mortgage 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 twelve (12) months of such modification, waiver, extension or amendment, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or
amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, 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 twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of
1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan 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.


 


“Excess Rate”:
With respect to each 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.


 


“Exchange Date”:
As defined in Section 5.09(b).


 



    	-43-



    	 



    

 


“Exchange Proportion”:
With respect to Exchangeable Certificates and the Class D Certificates, the following percentages based on the initial Certificate
Balances of the Classes (rather than the outstanding Certificate Balances):


 


	
        Exchange Proportion


	Class D-1: 54.34683347792340%	Class D: 100.00000000000000%
	Class D-2:45.65316652207660%	 


 


“Exchangeable
Certificates”: The Class D-1 and Class D-2 Certificates.


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling
Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Senior Trust Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically
delivered in accordance with Section 12.05 of this Agreement and shall specifically identify the Excluded Controlling
Class Holder and identify the related Mortgage Loan, specifying whether it is an Excluded Controlling Class Loan or an Excluded
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which such notice shall provide each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, and which such 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. For
the avoidance of doubt, there are no Excluded Controlling Class Holders related to this Trust as of the Closing Date.


 


“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. For the avoidance of doubt, there is no Excluded Controlling Class Loan related to this Trust as of
the Closing Date.


 


“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 Senior Trust Advisor reports to the Certificate Administrator regarding a Special Servicer’s net present value determination,
any Appraisal Reduction calculations delivered pursuant to Section 3.31(d) and Section 3.31(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 Senior Trust Advisor, as applicable, other than such information with respect to such Excluded
Controlling Class Loan(s) that is aggregated with information of other


 



    	-44-



    	 



    

 


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 Senior Trust 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 3.35(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 3.35(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. As of the Closing Date, there are no Excluded Loans related to the Trust. For the
avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class Loan. For the avoidance of doubt, there is no Excluded
Loan related to this Trust as of the Closing Date.


 


“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 Senior Trust Advisor reports to the Certificate Administrator regarding an Excluded Special
Servicer’s net present value determination, any Appraisal Reduction calculations delivered pursuant to Section 3.31(d)
and Section 3.31(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 Senior Trust 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 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.


 



    	-45-



    	 



    

 


“Final Asset
Status Report”: With respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with
such other data or supporting information provided by the Special Servicer to the Directing Certificateholder or holder of an AB Subordinate
Companion Loan, as applicable, in each case, which does not include any communication (other than the related Asset Status Report)
between the Special Servicer and the Directing Certificateholder or holder of an AB Subordinate Companion Loan with respect
to such Specially Serviced Mortgage Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan,
prior to a Control Event or an AB Control Appraisal Period, as applicable, no Asset Status Report shall be considered to be
a Final Asset Status Report unless the Directing Certificateholder or holder of an AB Subordinate Companion Loan, 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 3.21 in respect of such workout or liquidation, 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 Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than any Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or Corrected Mortgage 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 3.18(b), any Companion Holder or any mezzanine lender pursuant to Section 3.18
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 any Excluded Loan, prior to the occurrence and continuance
of any Control 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.


 



    	-46-



    	 



    

 


“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
such 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, for the benefit
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities
Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Gain-on-Sale Reserve Account.” Any such
account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“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 (i) the uncertificated regular interests in the Upper-Tier REMIC represented by any Exchangeable
Certificates that have been exchanged and converted to the Class D Certificates and the Class D Distribution Account,
beneficial ownership of which is represented by the Class D Certificates as further described in Section 5.09
and (ii) the Excess Interest and amounts held from time to time in the Excess Interest Distribution Account, beneficial ownership
of which is represented by the Class Z Certificates, as further described in Section 2.05.


 


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


 


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


 


“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 Senior Trust Advisor and all Affiliates thereof, (ii) does not have any material direct
financial interest in


 



    	-47-



    	 



    

 


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 Senior Trust Advisor 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 Senior Trust Advisor or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person
shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special
Servicer, the Directing Certificateholder, the Companion Holders, the Senior Trust Advisor 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 Senior Trust Advisor, the Directing Certificateholder, the Companion
Holders or any Affiliate thereof, as the case may be, provided such ownership constitutes less than 1% of the total assets
of such Person.


 


“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 the Master Servicer or the Special
Servicer shall not 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
Senior Trust 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 Senior Trust Advisor or the Trust Fund, 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 Notice”:
As defined in Section 3.28(b).


 


“Initial Purchasers”:
J.P. Morgan Securities LLC and Barclays Capital Inc.


 



    	-48-



    	 



    

 


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


 


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


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.08(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 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 32 Avenue of the Americas Intercreditor Agreement, the DoubleTree Anaheim - Orange County Intercreditor
Agreement, the New Center One Building 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
Period”: With respect to any Class of Regular Certificates or the Uncertificated Lower-Tier Interests and any Distribution
Date, the period beginning on the first day of the calendar month preceding the calendar month in which the related Distribution
Date occurs and ending on the last day of the calendar month preceding the calendar month in which such Distribution Date occurs,
and calculated assuming that each month has thirty (30) days and each year has three hundred-sixty (360) days.


 


“Interest Distribution
Amount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to the sum of (a) the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with respect to such Class of Certificates for such
Distribution Date, and (b) any Accrued Interest From Recoveries allocated to such Class of Certificates to the extent not
previously paid for all prior Distribution Dates. With respect to each Class of Exchangeable Certificates and the Class D
Certificates, for purposes of


 



    	-49-



    	 



    

 


determining
allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and
the Class D Certificates, all Interest Distribution Amounts of each Class of Exchangeable Certificates for any Distribution
Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class D Certificates;
provided, however, that all Interest Distribution Amounts that would otherwise be allocable to Exchangeable Certificates
that have been exchanged and converted to Class D Certificates shall be deemed allocable to and shall be distributable to
such Class D Certificates, without duplication.


 


“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, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Interest
Reserve Account”, into which the amounts set forth in Section 3.25 shall be deposited directly and which must
be an Eligible Account or subaccount of an Eligible Account.


 


“Interest Reserve
Loan”: Each Actual/360 Mortgage Loan.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Senior Trust Advisor, any Independent Contractor engaged by the Special Servicer, each Companion
Holder (but only with respect to the related Serviced Whole Loan), a holder of a related mezzanine loan (but only with respect
to the related Mortgage Loan), any Mortgagor under the related Mortgage Loan documents, any related property manager or any known
Affiliate of any such Person.


 


“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-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


“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
Companion Holder or a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the
foregoing); (ii) that either (a) such Person is not a Borrower Party,
in which


 



    	-50-



    	 



    

 


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 Statements to Certificateholders prepared by the Certificate Administrator; (iii) except in the case of a Companion Holder
or its representative, that such Person has received a copy of the final Prospectus Supplement and the Prospectus; and (iv)
such Person agrees to keep any information that such Person has had access to on the Certificate Administrator’s Website
confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder
(i) shall be permitted to 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) and (ii) shall be considered a Privileged Person for all 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 4.08(a).


 


“Investor Registry”:
As defined in Section 4.08(b).


 


“JPMBB Commercial
Mortgage Securities Trust 2015-C32 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
October 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as senior trust advisor, as from time to time
amended, supplemented or modified relating to the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32.


 


“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


 



    	-51-



    	 



    

 


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 3.18 (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 Mortgage Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.18 (including, without limitation, legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Mortgage 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 with respect thereto from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds
with respect to the related Mortgage Loan (including the related Serviced 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 Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee
shall be payable with respect to (a) the purchase of any Specially Serviced Mortgage 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


 



    	-52-



    	 



    

 


prior
to a Control Event, if the Directing Certificateholder or an Affiliate thereof, purchases any Specially Serviced Mortgage 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 Mortgage 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 clause (v)
and clause (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days following
the date of such holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming
a Corrected Mortgage Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Pari Passu Companion
Loan, (x) a repurchase of such Serviced Pari Passu 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 Pari Passu Companion Loan by any applicable
party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization;
or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage 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 Mortgage 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 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; provided, however, that
no Liquidation Fee will be less than $25,000.


 


“Liquidation
Fee Rate”: A rate equal to 1.0% with respect to any Specially Serviced Mortgage Loan (and each related Serviced Companion
Loan) and REO Property.


 


“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 Mortgage
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 Mortgage Loan pursuant to Section 3.18(a) or (B) any
REO Property pursuant to Section 3.18(b); (iv) the repurchase of a


 



    	-53-



    	 



    

 


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; or (vi) the purchase
of a Mortgage Loan or an REO Property by (a) the applicable AB Subordinate Companion Holder or (b) the related mezzanine
lender pursuant to Section 3.18 and the related Intercreditor Agreement. With respect to any Whole Loan, as used in
this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related
Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier 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(b)).


 


“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 Fund’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 Certificate 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.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust
2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, 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.


 



    	-54-



    	 



    

 


“Major Decision”:
As defined in Section 6.07(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
Remittance Date”: The Business Day immediately preceding each Distribution Date.


 


“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.


 


“Merger Notice”:
As defined in Section 6.02(b).


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, 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 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).


 


“Monthly 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.


 


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


 


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


 



    	-55-



    	 



    

 


Trustee,
the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings
of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


“Mortgage Deferred
Interest”: With respect to any Mortgage Loan as of any Due Date that has been modified to (i) reduce the rate at
which interest is paid currently below the Mortgage Rate and (ii) capitalize the amount of such interest reduction, the excess,
if any, of (a) interest accrued on the Stated Principal Balance of the related Mortgage Loan during the one-month interest
accrual period set forth in the related Mortgage Note at the related Mortgage Rate over (b) the interest portion of the related
Monthly Payment, as so modified or reduced, or, if applicable, the interest portion of the Assumed Scheduled Payment due on such
Due Date. For the avoidance of doubt, with respect to any Whole Loan, any Mortgage Deferred Interest will be determined after giving
effect to the application of the terms of the related Intercreditor Agreement and any applicable waterfall provisions allocating
distributions between the Mortgage Loan and the related Companion Loan.


 


“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 executed Mortgage Note bearing, or accompanied by, all prior and intervening endorsements, assignments or allonges showing
a complete chain of endorsement or assignment from the originator of the related Mortgage Loan to the most recent endorsee, and
further endorsed (at the direction of the Depositor given pursuant to the applicable Mortgage Loan Purchase Agreement), on its
face or by allonge attached thereto, without recourse, representation or warranty, express or implied to the order of the Trustee
in the following form: “Pay to the order of Wilmington Trust, National Association, as trustee for the benefit of the registered
holders of JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33”
or in blank; provided that the requirements of this clause (i) will be satisfied by delivery of a signed lost
note affidavit and indemnity properly assigned or endorsed to the Trustee as described above, with a copy of the Mortgage Note
attached to it;


 


(ii)          the
original Mortgage (or a copy thereof certified from the applicable recording office) and originals (or copies thereof certified
from the applicable recording office) of any intervening assignments thereof showing a complete chain of assignment from the originator
of the related Mortgage Loan or to the most recent mortgagee of record, in each case with evidence of recording indicated thereon
(except for recording information not yet available if the Mortgage or an assignment thereof has not been returned from the applicable
recording office);


  



    	-56-



    	 



    

 


(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 JPMBB Commercial Mortgage
Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33” or in blank and, in the case
of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


(iv)          an
original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage) and the originals
or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the related Mortgage
Loan to the most recent assignee of record, in each case with evidence of recording thereon (except for recording information not
yet available, if the Assignment of Leases or an assignment thereof has not been returned from the applicable recording office);


 


(v)          an
original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage and to the extent
not already assigned as part of the Assignment of Mortgage referred to in clause (iii) of this definition), in recordable
form (except for the name of the assignee, if delivered in blank, and except for recording information not yet available, if the
instrument being assigned has not been returned from the applicable recording office), executed by the applicable assignee of record
to “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33” or in blank and, in the case
of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


(vi)         an
original or copy of any related Security Agreement (if such item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the related Mortgage
Loan to the applicable Mortgage Loan Seller;


 


(vii)        an
original assignment of any related Security Agreement (if such item is a document separate from the Mortgage), in complete form
(except for the name of the assignee, if delivered in blank, and except for recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), executed by the applicable Mortgage Loan Seller to
“Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33” or in blank


 



    	-57-



    	 



    

 


and,
in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under
the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


(viii)       originals
or copies of all consolidation, assumption, modification, written assurance and substitution agreements, with evidence of recording
thereon, where appropriate, in those instances where the terms or provisions of the Mortgage, Mortgage Note or any related security
document have been consolidated or modified or the Mortgage Loan has been assumed;


 


(ix)          the
original lender’s title insurance policy issued on the date of the origination of the Mortgage Loan or a copy thereof, together
with all endorsements or riders that were issued with or subsequent to the issuance of such policy, insuring the priority of the
Mortgage as a first lien on the Mortgagor’s fee or leasehold interest in the Mortgaged Property, subject to the exceptions
set forth therein, or if the policy has not yet been issued, an original or copy of a “marked-up” written commitment
(marked as binding and in all cases countersigned by the title insurer or its authorized agent) or the pro forma or specimen title
insurance policy (accepted or approved in writing by the title insurer or its authorized agent) or an agreement to provide the
same pursuant to lender’s escrow trust instructions executed by an authorized representative of the title insurance company;
provided the policy is issued within eighteen (18) months from the Closing Date, in connection with the related Mortgage
Loan;


 


(x)          the
original or copy of any guaranty of the obligations of the Mortgagor under the related Mortgage Loan and any intervening assignments;


 


(xi)          all
UCC Financing Statements, assignments and continuation statements or copies thereof, as filed or recorded, or in form that is complete
and suitable for filing or recording, as appropriate, or other evidence of filing or recording sufficient to perfect (and maintain
the perfection of) the security interest held by the originator of the related Mortgage Loan (and each assignee of record prior
to the Trustee) in and to the personalty of the Mortgagor at the Mortgaged Property (in each case with evidence of filing or recording
thereon, with the exception of filing or recording information not yet available because the UCC Financing Statement, assignment
or continuation statement, as the case may be, has not yet been returned from the applicable filing or recording office), and to
transfer such security interest to the Trustee;


 


(xii)         the
original power of attorney or a copy thereof (with evidence of recording thereon) granted by the Mortgagor if the Mortgage, Mortgage
Note or other document or instrument referred to above was not signed by the Mortgagor;


 


(xiii)        with
respect to any Mortgage Loan with Additional Debt secured by a lien on the related Mortgaged Property, a co-lender agreement, a
subordination agreement or other intercreditor agreement, pursuant to which such


 



    	-58-



    	 



    

 


Additional
Debt will be subordinated to, or pari passu with, such Mortgage Loan as set forth in such agreement;


 


(xiv)        any
additional documents required to be added to the Mortgage File pursuant to Article II of this Agreement;


 


(xv)         with
respect to any Mortgage Loan secured by a Ground Lease, the related Ground Lease or a copy thereof and any related ground lessor
estoppels;


 


(xvi)        an
original of any letter of credit securing such Mortgage Loan and, within sixty (60) days of the Closing Date or such earlier
date as required by the issuer of the letter of credit, a copy of the appropriate transfer or assignment documents (which may be
in the form of an amendment) for such letter of credit;


 


(xvii)       a
copy of any Environmental Indemnity Agreement, together with a copy of any environmental insurance policy;


 


(xviii)      a
copy of any loan agreement(s);


 


(xix)         a
copy of any escrow agreement(s);


 


(xx)          a
copy of any property management agreement(s);


 


(xxi)         a
copy of any franchise agreements and comfort letters or similar agreements related thereto and, with respect to any franchise agreement
or comfort letter or similar agreement related thereto, any assignments thereof or any notice to the franchisor of the transfer
of such Mortgage Loan and a request for the issuance of a new comfort letter in favor of the Trust;


 


(xxii)        a
copy of any lock-box or cash management agreement(s);


 


(xxiii)       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”);


 


(xxiv)       a
copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged
Property;


 


(xxv)        an
original assignment of all unrecorded documents relating to the Mortgage Loan if not already otherwise assigned;


 


(xxvi)       a
copy of any Intercreditor Agreement entered in connection with any Whole Loan or any existing mezzanine indebtedness;


 


(xxvii)      with
respect to each Mortgage Loan that has a Companion Loan, a copy of the Mortgage Note related to such Companion Loan, rather than
the original; and


 



    	-59-



    	 



    

 


(xxviii)          with
respect to a Non-Serviced Mortgage Loan, a copy of the related Non-Serviced Pooling Agreement;


 


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


 


“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 from time to time held in the


 



    	-60-



    	 



    

 


Trust
Fund. 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. As used in this Agreement, the term “Mortgage Loan” does
include the Mortgage Loan associated with any Whole Loan, but does not include any related Companion Loan.


 


“Mortgage Loan
Checklist”: As defined in the definition of “Mortgage File.”


 


“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 Supplement);


 


(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 Principal 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 Monthly 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 Mortgage Loan;


 


(xiii)        [Reserved];


 


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


 



    	-61-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


(xx)          number
of grace days;


 


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


 


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


 


(xxiii)       whether
the related Mortgage Loan permits defeasance;


 


(xxiv)      the
interest accrual period;


 


(xxv)        Anticipated
Repayment Date, if applicable;


 


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


 


(xxvii)      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, (ii) Barclays Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iii)
Ladder Capital Finance LLC, a Delaware limited liability company, or its successor in interest, and (iv) RCMC, a Delaware
corporation, or its successor in interest. For the avoidance of doubt, any reference herein to the “Mortgage Loan Seller”
as it relates to Ladder Capital Finance LLC in connection with any obligations thereof shall also be a reference to Ladder Capital
Finance Holdings LLLP to the extent that Ladder Capital Finance Holdings LLLP has, in accordance with the related Mortgage Loan
Purchase Agreement, agreed to cause Ladder Capital Finance LLC to take any actions thereunder or, to the extent assigned to the
Trustee, Ladder Capital Finance Holdings LLLP otherwise has obligations under the related Mortgage Loan Purchase Agreement. For
the avoidance of doubt, any reference herein to the “Mortgage Loan Seller” as it relates to RCMC in connection with
any obligations thereof shall also be a reference to RTI to


 



    	-62-



    	 



    

 


the extent
that RTI has, in accordance with the related Mortgage Loan Purchase Agreement, agreed to cause RCMC to take any actions thereunder
or, to the extent assigned to the Trustee, RTI otherwise has obligations under the related Mortgage Loan Purchase Agreement.


 


“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, any related Serviced Pari Passu Companion Loan(s) or any related AB Subordinate Companion
Loan(s) 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, related Serviced Pari Passu Companion Loan(s) or related AB Subordinate Companion Loan(s) from time to time
in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan, any related Serviced Pari Passu
Companion Loan(s) or any related AB Subordinate Companion Loan(s) after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD
Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


“Net Aggregate
Prepayment Interest Shortfall”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments on the Mortgage Loans during
the related Due Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the Certificate Account for such
Distribution Date pursuant to Section 3.19 in connection with such Prepayment Interest Shortfalls.


 


“Net Investment
Earnings”: With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance 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 Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of


 



    	-63-



    	 



    

 


funds
relating to the Trust Fund 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 any 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, the Net Mortgage
Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related
Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates on
the Regular Certificates, and the interest rate on the Uncertificated Lower-Tier Interests, 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 Interest Reserve 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 Center
One Building Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 29, 2015, by and between
the holder of the New Center One Building Pari Passu Companion Loan and the holder of the New Center One Building Mortgage Loan,
relating to the relative rights of such holders of the New Center One Building Whole Loan, as the same may be further amended in
accordance with the terms thereof.


 


“New Center
One Building Mortgage Loan”: With respect to the New Center One Building 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 New Center One Building Pari Passu Companion Loan to the extent set forth in
the New Center One Building Intercreditor Agreement.


 



    	-64-



    	 



    

 


“New Center
One Building Mortgaged Property”: The Mortgaged Property which secures the New Center One Building Whole Loan.


 


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


 


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


 


“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 or REO Loan
which, in the reasonable judgment of the Master Servicer or the Trustee, as applicable, 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 Mortgage 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 Non-Serviced Master Servicer and Non-Serviced Special Servicer, the Certificate Administrator, the
Trustee, the Senior Trust 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


 



    	-65-



    	 



    

 


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. In making such recoverability
determination, the Master Servicer, Special Servicer or Trustee, as applicable, will 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 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
(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,
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, will 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 which, at the time of such consideration, the reimbursement of which
is 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 proceeds on the related Mortgage Loan are a source of reimbursement 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, promptly upon request, from the Special Servicer any reasonably
required analysis, Appraisals or market value estimates or other information in the Special Servicer’s possession for making
a recoverability determination. 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 


 



    	-66-



    	 



    

 


binding
on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that
the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any proposed P&I Advance,
if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced
by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee,
the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination
Event and only with respect to any Mortgage Loan other than an Excluded Loan), the Senior Trust Advisor (but only in the case
of the Special Servicer) and the Depositor (and, in the case of a Serviced Mortgage Loan, any Other Servicer) or by the Trustee
to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust 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, 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 will be entitled (a) to consider (among other things)
(i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Whole Loan as it may have been modified
and (ii) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) future expenses and (c) to estimate and consider (among
other things) the timing of recoveries. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans that, at the time of such consideration, the reimbursement of which 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


 



    	-67-



    	 



    

 


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, may obtain, promptly
upon request, from the Special Servicer any reasonably required analysis, Appraisals or market value estimates or other information
in the Special Servicer’s possession for making a recoverability determination. The determination by the Master Servicer,
the Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other
and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan), the Senior Trust Advisor (but only
in the case of the Special Servicer) and the Depositor (and in the case of a Serviced Mortgage Loan, any Other Servicer), or by
the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust 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 and, 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, 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 Trustee, the Certificate
Administrator 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, the Special 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 and property inspections, and
shall include any existing Appraisal with respect to the related Mortgage Loan or Serviced Companion, as applicable, 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 Mortgage 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


 



    	-68-



    	 



    

 


conclusively rely on the Master Servicer’s or Special Servicer’s, as the case may be, 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 Pooling Agreement.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-C, Class X-D, Class D-1, Class
D-2, Class D, Class E, Class F, Class G, Class NR, Class R or Class Z Certificate.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under the Non-Serviced Pooling Agreement.


 


“Non-Serviced
Companion Loan”: The New Center One Building Pari Passu Companion Loan.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced Pooling Agreement.


 


“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 Pooling Agreement.


 


“Non-Serviced
Intercreditor Agreement”: The New Center One Building Intercreditor Agreement.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” under the Non-Serviced Pooling Agreement.


 


“Non-Serviced
Mortgage Loan”: The New Center One Building Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The New Center One Building Mortgaged Property.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” under a Non-Serviced Pooling Agreement.


 



    	-69-



    	 



    

 


“Non-Serviced
Pooling Agreement”: The JPMBB Commercial Mortgage Securities Trust 2015-C32 Pooling and Servicing Agreement.


 


“Non-Serviced
Senior Trust Advisor”: The “Senior Trust Advisor” under a Non-Serviced Pooling Agreement.


 


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


 


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


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced Pooling Agreement.


 


“Non-Serviced
Whole Loan”: The New Center One Building Whole Loan.


 


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


 


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


 


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


 


“Non-U.S. Tax
Person”: Any person other than a U.S. Tax Person, unless, with respect to the Transfer of a Class R Certificate,
(i) such person holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and furnishes the Transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI (or
successor form) or (ii) the Transferee delivers to both the Transferor and the Certificate Registrar an opinion of a nationally
recognized tax counsel to the effect that such Transfer is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such Transfer of the Class R Certificate will not be disregarded for federal income tax purposes.
A Person shall be treated as a Non-U.S. Tax Person, (A) notwithstanding clause (i) of the preceding sentence,
if it is a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) any interest in which
is owned (or may be owned pursuant to the applicable partnership agreement), directly or indirectly (other than through a U.S.
corporation), by a Non-U.S. Tax Person or (B) if such Person is a U.S. Tax Person with respect to whom income from a Class R
Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income treaty,
of such Person or any other U.S. Tax Person.


 


“Non-Waiving
Successor”: As defined in Section 3.28(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; in


 



    	-70-



    	 



    

 


the case
of the Class X-C Certificates, the Class X-C Notional Amount, and in the case of the Class X-D Certificates, the Class X-D Notional
Amount.


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by 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 been engaged to rate any securities backed, in whole or in part, by a Serviced Pari Passu Companion Loan,
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, such NRSRO has access to the Depositor’s 17g-5 website and such NRSRO will keep such information confidential,
except to the extent such information has been made available to the general public.


 


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


 


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


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer or the Senior Trust Advisor, acceptable in form and delivered to the Trustee and the Certificate
Administrator, except that any opinion of counsel relating to (a) the qualification of either 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 6.04, must be an opinion of counsel who
is in fact Independent of the Depositor, the Master Servicer, the Special Servicer and the Senior Trust Advisor.


 


“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 Uncertificated Lower-Tier Interest, the initial principal amount thereof
as of the Closing Date, in each case as specified in the Preliminary Statement.


 



    	-71-



    	 



    

 


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


 


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


 


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


 


“Other Pooling
and Servicing Agreement”: Any pooling and servicing agreement that creates a trust fund 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
Date”: The Business Day immediately prior to each Distribution Date.


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-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-1 Pass-Through Rate, the Class D-2 Pass-Through Rate,
the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class NR Pass-Through
Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-C Pass-Through Rate or the Class X-D
Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty Charges”:
With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan) or Serviced Companion Loan (or any successor REO
Loan), any


 



    	-72-



    	 



    

 


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 Yield Maintenance Charge or any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class R and Class Z Certificates), the percentage interest
evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other
than the Class R and Class Z Certificates), the percentage interest is equal to the Denomination 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,
or in the case of the Exchangeable Certificates, in each case, after giving effect to any exchange and conversion for Class D Certificates.
With respect to a Class R Certificate or a Class Z Certificate, the percentage interest is set forth on the face thereof.
With respect to the Class D Certificates, the percentage interest is equal to the Denomination of such Certificate divided by the
Original Certificate Balance as of the Closing Date of the Exchangeable Certificates exchanged and converted for such Class D Certificates.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


(i)           direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by
the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided
that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation of Fannie Mae
or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class
of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing;


 


(ii)          time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the


 



    	-73-



    	 



    

 


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, (1) the
short-term obligations of which are rated in the highest short-term debt rating category of Fitch and (2) the short-term debt
obligations of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of
which are rated at least “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, (1) the short-term obligations of which are rated in the highest short-term debt rating
category of Fitch and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated at least “A1” 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 in the
highest short-term rating category by each of Moody’s and Fitch and the long-term obligations of which are rated at least
“Aa3” by Moody’s, (D) in the case of such investments with maturities of more than six (6) months, the short-term
obligations of which are rated in the highest short-term rating category by each of Moody’s and Fitch and the long-term
obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related Mortgage Loan,
if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment would not,
in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates),
(E) for maturities of less than three (3) months, a short-term rating of “R-1 (high)” by DBRS (if then rated by DBRS
and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)), (F) for maturities greater than three (3)
months, a long-term rating of “AAA” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which
may be Moody’s and/or Fitch)) and (G) the commercial paper or other short-term debt obligations of such depository institution
or trust company are rated in the highest rating categories of each Rating Agency or such other rating as would not result in
the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates
(or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency,
such class of securities) as evidenced in writing;


 


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


 


(iv)         debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest rating categories of each Rating Agency (in the case of DBRS, if then rated by DBRS and, if not so rated, by two


 



    	-74-



    	 



    

 


other
NRSROs (which may be Moody’s and/or Fitch)), 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 Rating Agency (in the
case of DBRS, if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch));


 


(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 and Fitch (or, if not rated by
such Rating Agency, 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 3.30); and


 


(viii)       any
other demand, money market or time depositor, 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;


 



    	-75-



    	 



    

 


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 either 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 either 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, any Serviced Whole Loan or 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 either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that
is a Non-U.S. Tax Person (other than (i) a Non-U.S. Tax Person in whose hands the income from such Class R Certificate
is effectively connected with the conduct of a trade or business within the United States and that has furnished the transferor
and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or other prescribed form or (ii) a
Non-U.S. Tax Person, if in connection with the proposed transfer of such Class R Certificate, the transferor provides an Opinion
of Counsel to the Certificate Registrar to the effect that such transfer will not be disregarded for federal income tax purposes
under Treasury Regulations Section 1.860G-3), (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 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).


 



    	-76-



    	 



    

 


“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 any Serviced Pari Passu Companion
Loan that was subject to a Principal Prepayment in full or in part
during the related Due Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Pari Passu Companion 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 and (y) the Certificate Administrator Fee Rate and Senior Trust Advisor 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 Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or any Serviced Pari Passu Companion
Loan that was subject to a Principal Prepayment in full or in part during the related Due Period, which Principal Prepayment was
applied to such Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, after the related Determination Date (or, with
respect to each Mortgage Loan or Serviced Pari Passu 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 and (y) the Certificate Administrator Fee Rate and the Senior Trust Advisor
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 and ending on such following Due Date.


 


“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


 



    	-77-



    	 



    

 


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


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S,
Class B, Class C, Class D-1, Class D-2, Class E, Class F, Class G 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, 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 are subsequently recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs). With respect to each Class of Exchangeable
Certificates and the Class D Certificates, for purposes of determining allocations and distributions under Section 4.01(a)
of this Agreement as between the Exchangeable Certificates and the Class D Certificates, all allocations of principal to each
Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion
of such Exchangeable Certificates for Class D Certificates; provided, however, that all amounts of principal
that are allocable to Exchangeable Certificates that have been exchanged and converted to Class D Certificates shall be deemed
allocable to and shall be distributable to such Class D Certificates, without duplication.


 


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


 


“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount distributed
in respect of principal on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B,
Class C, Class D-1, Class D-2, Class E, Class F, Class G and Class NR Certificates for such preceding
Distribution Date pursuant to Section 4.01(a). The Principal Shortfall for the initial Distribution Date will be zero.
With respect to each Class of Exchangeable Certificates and the Class D Certificates, for purposes of determining allocations
and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class D
Certificates, all Principal Shortfalls of each Class of Exchangeable


 



    	-78-



    	 



    

 


Certificates
for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates
for Class D Certificates; provided, however, that all Principal Shortfalls that are allocable to Exchangeable
Certificates that have been exchanged and converted for Class D Certificates shall be deemed allocable to such Class D
Certificates, without duplication.


 


“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 Mortgage 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 that the Special Servicer has
reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor
or other interested party and (iii) information subject to attorney-client privilege. Both the Master Servicer and the Special
Servicer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability
for any such reliance hereunder.


 


“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 Senior Trust Advisor, any
affiliate of the Senior Trust Advisor designated by the Senior Trust Advisor, any Companion Holder (or representative thereof)
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 (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 Statement to Certificateholders. In determining whether
any Person is an Additional Servicer or an Affiliate of the Senior Trust Advisor, the Certificate Administrator may rely on direction
by the Master Servicer, the Special Servicer, each Mortgage Loan Seller or the Senior Trust Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless be a Privileged
Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special Servicer Information
specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide any information with respect
to the related Excluded Special Servicer Loan


 



    	-79-



    	 



    

 


to (A)
the related Borrower Party, (B) any of the Special Servicer’s employees or personnel or any of its Affiliate 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 (iii) shall maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) and clause (ii) 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 and the Master
Servicer or the Certificate Administrator shall not restrict the Special Servicer’s access to any information on the Master
Servicer’s website or the Certificate Administrator’s Website (including all information included under the “Excluded
Information” tab of such website, if applicable) 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 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).


 


“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.


 


“Prospectus”:
The Prospectus, dated November 6, 2015, as supplemented by the Prospectus Supplement.


 


“Prospectus
Supplement”: The Prospectus Supplement, dated November 19, 2015, relating to the offering of the Offered Certificates.


 


“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
hereof, 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 3.18, 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 hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)          all
accrued and unpaid interest on such 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
(exclusive of Default Interest and Excess Interest)


 



    	-80-



    	 



    

 


to, but
not including, the Due Date immediately preceding the Determination Date for the related Distribution Date in which such Purchase
Price is included in the Available Distribution Amount; plus


 


(iii)          all
related Servicing Advances that have not been reimbursed out of collections from such Mortgage Loan (or any related REO Loan) and
accrued and unpaid interest on related Advances at the Reimbursement Rate, and any Special Servicing Fees (whether paid or unpaid),
and all additional Trust Fund expenses (except for Liquidation Fees) in respect of such 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)); plus


 


(iv)          if
such Mortgage Loan (or any 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 and the Trustee in
respect of the Breach or Defect giving rise to the repurchase or substitution obligation, including any expenses arising out of
the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any expenses
of the Trust Fund relating to such Mortgage Loan (or any related REO Loan); plus


 


(v)          Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or any related REO 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 3.18(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. With respect to any REO Property to be sold pursuant to Section 3.18(b), “Purchase
Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the related REO
Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.18(a)(ii) or Section 3.18(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 in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the
related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A)
and subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related
Companion Loan.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least:


 



    	-81-



    	 



    

 


(a) “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may include DBRS and/or
Fitch) or (B) one NRSRO (which may include DBRS or Fitch) and A.M. Best Company), (b) “A(low)” by DBRS (or, if not
rated by DBRS, at least an equivalent rating as that listed above by one other nationally recognized insurance rating organization
(which may include Moody’s or Fitch)) and (c) “A“ by Fitch (or, if not rated by Fitch, at least “A-“
by one other nationally recognized insurance rating organization (which may include Moody’s or DBRS) and (ii) with
respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c),
except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations
which are guaranteed or backed by a company having such claims paying ability) rated by at least one of the following Rating Agencies
of at least (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 an Affiliate of the Senior Trust Advisor, (iii) is not
obligated to pay the Senior Trust Advisor (x) any fees or otherwise compensate the Senior Trust Advisor in respect of its
obligations under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the
Senior Trust Advisor for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled to receive
any compensation from the Senior Trust Advisor other than compensation that is not material and is unrelated to the Senior Trust
Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive
any fee from the Senior Trust 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 has a special servicer rating of at least “CSS3” from Fitch and
(viii) is not a special servicer that has been cited by DBRS as having servicing concerns as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the 32 Avenue of the Americas Mortgage Loan, the
DoubleTree Anaheim - Orange County Mortgage Loan or the New Center One Building Mortgage Loan, as applicable, for which no substitution
will be permitted) replacing a deleted 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 deleted 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 deleted Mortgage
Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360 day year consisting


 



    	-82-



    	 



    

 


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 deleted 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 deleted Mortgage Loan as of the Closing Date and 75%, in each case
using the “value” for the Mortgaged Property as determined using an MAI appraisal; (vii) comply (except in a
manner that would not be adverse to the interests of the Certificateholders) 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 deleted 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 deleted Mortgage Loan; (xiii) not
be substituted for a deleted 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 Event has not occurred and is not continuing, by the Directing
Certificateholder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted
for a deleted Mortgage Loan if it would result in the termination of the REMIC status of either of the Trust REMICs established
under this Agreement or the imposition of tax on either of such Trust REMICs 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 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 deleted Mortgage Loan, then the amounts described in clause (i) shall be determined on the
basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy
each of the requirements specified in clauses (ii) through (xviii); provided that the rates described
in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be
determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing
Fee Rate, the Certificate Administrator Fee Rate and the Senior Trust Advisor 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 deleted 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 3.30(a).


 



    	-83-



    	 



    

 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in December 2048.


 


“Rating Agency”:
Each of Moody’s, DBRS and Fitch 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, DBRS and Fitch 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 4.08(c).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.08(c).


 


“RCMC”:
Redwood Commercial Mortgage Corporation, and its successors in interest.


 


“Record Date”:
With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution
Date occurs.


 


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


 


“Regulation AB”:
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100 - 229.1125, as such rules
may be amended and are in effect from time to time, but only to the extent compliance is required as of the applicable date of
determination, 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


 



    	-84-



    	 



    

 


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 Non-Registered Certificates
deposited with the Certificate Administrator as custodian for the Depository.


 


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


 


“Related Certificates,”
and “Related Uncertificated Lower-Tier Interests”: For each of the following Classes of Certificates, the related
Class of Uncertificated Lower-Tier Interests; and for the following Classes of Uncertificated Lower-Tier Interests or the related
Class of Certificates, as applicable, set forth below:


 


	
        Related Certificates

	 	
        Related Uncertificated

        Lower-Tier Interest


	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-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-1 Certificates	 	Class LD1 Uncertificated Interest
	Class D-2 Certificates	 	Class LD2 Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG 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.


 



    	-85-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16(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 “Torchlight Loan Services, LLC, 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 JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33,
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 3.18.


 


“REO Extension”:
As defined in Section 3.16(a).


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan or 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


 



    	-86-



    	 



    

 


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 Senior Trust Advisor, 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 Senior Trust Advisor, the Certificate
Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable
Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted
in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of “Principal
Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect
to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari
Passu Companion Loan, 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 an 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 Uncertificated
Lower-Tier Interests) (and also including, if applicable, the Trust Fund’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 Reductions and Final Recovery Determinations with respect to an “REO Property”, shall
not include the Trust Fund’s beneficial interest in a Non-Serviced Mortgaged Property. For the


 



    	-87-



    	 



    

 


avoidance
of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, either 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 Senior Trust Advisor, the Custodian
or any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Request”: As defined in Section 2.02(g).


 


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


 


“Requesting
Party”: As defined in Section 3.30(a).


 


“Residual Ownership
Interest”: Any record or beneficial interest in the Class R Certificates.


 


“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 0.0025% per annum with respect to each Mortgage Loan.


 


“Review Package”:
A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 



    	-88-



    	 



    

 


“Revised Rate”:
With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the absence of a default)
for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


 


“RTI”:
Redwood Trust, Inc., and its successors in interest.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


“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.


 


“Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


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


 


“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 Monthly 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 Due Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Due 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 P&I Advance 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 P&I Advance Date), and to the extent not included in clause (a) above.


 


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


 



    	-89-



    	 



    

 


“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 (other than the Class A-S Certificates) or Class X Certificate.


 


“Senior Trust
Advisor”: Pentalpha Surveillance LLC, and its successors in interest and assigns, or any successor senior trust advisor
appointed as herein provided.


 


“Senior Trust
Advisor Annual Report”: As defined in Section 3.31(c).


 


“Senior Trust
Advisor Consulting Fee”: A fee for each Major Decision on which the Senior Trust Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 with respect to any Mortgage Loan or such lesser amount
as the related Mortgagor agrees to pay, payable pursuant to Section 3.05 of this Agreement; provided, however,
that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Senior Trust Advisor may in its sole discretion reduce the Senior Trust 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 Senior Trust 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 Senior Trust Advisor prior to any such waiver or reduction).


 


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


 


“Senior Trust
Advisor Fee”: With respect to each Mortgage Loan or REO Loan (other than the portion of an REO Loan related to any Serviced
Companion Loan), the fee payable to the Senior Trust Advisor pursuant to Section 3.31(h).


 


“Senior Trust
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.0023%; provided that for any Interest Accrual Period during which there is no Senior Trust Advisor,
the rate shall be 0%.


 


“Serviced AB
Mortgage Loan”: For the avoidance of doubt, there are no Serviced AB Mortgage Loans related to the Trust.


 


“Serviced AB
Whole Loan”: For the avoidance of doubt, there are no Serviced AB Whole Loans related to the Trust.


 


“Serviced Companion
Loan”: Each of (a) the 32 Avenue of the Americas Pari Passu Companion Loans, (b) the DoubleTree Anaheim - Orange County
Pari Passu Companion


 



    	-90-



    	 



    

 


Loan
and (c) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“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 (a) the 32 Avenue of the Americas Pari Passu Companion Loans, (b) the DoubleTree
Anaheim - Orange County Pari Passu Companion Loan and (c) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan,
as applicable.


 


“Serviced Mortgage
Loan”: Each of (a) the 32 Avenue of the Americas Mortgage Loan, (b) the DoubleTree Anaheim - Orange County Mortgage Loan
and (c) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari
Passu Companion Loan”: Each of (a) the 32 Avenue of the Americas Pari Passu Companion Loans and (b) the DoubleTree Anaheim
- Orange County Pari Passu Companion Loan.


 


“Serviced Pari
Passu Mortgage Loan”: Each of (a) the 32 Avenue of the Americas Mortgage Loan and (b) the DoubleTree Anaheim - Orange
County Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: Each of (a) the 32 Avenue of the Americas Whole Loan and (b) the DoubleTree Anaheim - Orange County
Whole Loan.


 


“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 (a) the 32 Avenue of the Americas Whole Loan, (b) the DoubleTree Anaheim - Orange County Whole Loan and
(c) any Serviced AB Whole Loan, as applicable.


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


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


 



    	-91-



    	 



    

 


 


“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 nor the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and
which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Serviced Companion Loan and any REO Loan, the fee
payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan 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 32 Avenue of the Americas Pari Passu Companion Loans, the “Servicing Fee Rate” shall be a per annum
rate equal to 0.0025%. With respect to the DoubleTree Anaheim - Orange County Pari Passu Companion Loan, the “Servicing Fee
Rate” shall be a per annum rate equal to 0.0025%.


 






    	-92-



    	 



    

 


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


 


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


 


“Servicing Standard”:
As defined in Section 3.01(a).


 






    	-93-



    	 



    

 


“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, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Master Servicer or the Special Servicer, within sixty (60) days after the related Maturity Date,
with a written and fully executed or otherwise binding commitment (subject only to customary final closing conditions) for refinancing,
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 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), which provides that such refinancing will occur within one
hundred-twenty (120) days of such related Maturity Date, provided that the Mortgage Loan and any related Companion Loan
will become a Specially Serviced Mortgage Loan immediately if the related Mortgagor fails to diligently pursue such financing or
to pay any Assumed Scheduled Payment on the related Due Date (subject to any applicable grace period) at any time before the refinancing
or, if such refinancing does not occur, the related Mortgage Loan and any related Companion Loan will become a Specially Serviced
Mortgage Loan at the end of such 120-day period (or for such shorter period beyond the date on which that Balloon Payment was due
within which the refinancing is scheduled to occur pursuant to the commitment for refinancing or on which such commitment terminates);
or


 


(iii)        any
Monthly Payment (other than a Balloon Payment) that is more than sixty (60) days delinquent (unless, in the case of a Serviced
Whole Loan or Mortgage Loan with mezzanine debt, prior to such Monthly Payment becoming more than sixty (60) days delinquent the
holders of the related Companion Loan or the holders of related mezzanine debt, as applicable, cures 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 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


 






    	-94-



    	 



    

 


(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), shall no longer be a Specially Serviced Mortgage 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 Event, with the consent
of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect the interests
of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder),
as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case may
be), 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 Event, with the consent of the


 






    	-95-



    	 



    

 


Directing
Certificateholder) determines that (i) a 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, as the case may be), and (iii) the default will continue unremedied for the applicable cure period under
the terms of the Mortgage Loan or related Companion Loan 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; 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 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 Mortgage Loan shall be a Specially
Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Mortgage Loan. If any Serviced
Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Mortgage Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Companion Loan shall
also become a Specially Serviced Mortgage 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 Pooling Agreement.


 


“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 each of the 32 Avenue of the Americas Pari Passu Companion Loans and the DoubleTree


 






    	-96-



    	 



    

 


Anaheim
- Orange County Pari Passu Companion Loan, thirty (30) days following the end of each fiscal quarter, subject to the terms of
the related loan agreement.


 


“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 D-1, Class D-2, Class D, Class E, Class F, Class G and Class NR Certificates;
provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-SB, Class A-S, Class B and Class C Certificates have been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


“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 (if any), Torchlight Loan Services, LLC, and its successors in interest and assigns, or any successor
special servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan,
if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable
and as the context may require.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Mortgage 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 Mortgage Loan and each REO Loan on a loan-by-loan basis (other than
a Non-Serviced Mortgage Loan), (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan and Companion Loan, as applicable (including any REO Loan), in the same manner as interest is calculated on the Specially
Serviced Mortgage Loans; and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than
$3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Mortgage Loan shall be
a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such
Specially Serviced Mortgage Loan.


 


“Specially Serviced
Mortgage 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 Cut-off
Date Principal Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received), plus (y) any Mortgage Deferred


 






    	-97-



    	 



    

 


Interest
added to the principal balance of such Mortgage Loan on or before the end of the immediately preceding Due Period minus
(z) the sum of:


 


(i)          the
principal portion of each Monthly 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 Due Period for
the most recent Distribution Date.


 


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


 


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


 


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


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


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


 






    	-98-



    	 



    

 


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.


 


“Statement to
Certificateholders”: As defined in Section 4.02(a).


 


“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 Senior Trust Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D-1, Class D-2, Class E, Class F,
Class G and Class NR Certificate.


 


“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 3.22.


 


“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 deleted Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.02(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,


 






    	-99-



    	 



    

 


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).


 


“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: “JPMBB Commercial Mortgage Securities
Trust 2015-C33”.


 


“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 by the
Certificate Administrator to the Trustee from the Certificate Administrator Fee.


 


“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 deleted 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 Fund’s interest therein) or the Trust Fund’s
beneficial interest in the Mortgaged Property securing a


 






    	-100-



    	 



    

 


Non-Serviced
Whole Loan acquired under the related Non-Serviced Pooling Agreement; (iv) all revenues received in respect of any REO Property
(to the extent of the Trust Fund’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 Fund’s interest
therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust Fund’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 Fund’s interest therein); (viii) all assets deposited in the Servicing Accounts
(to the extent of the Trust Fund’s interest therein), amounts on deposit in the Certificate Account (to the extent of the
Trust Fund’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the
Class D Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account (to the extent of the Trust Fund’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust Fund’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust Fund’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) $100 to be deposited by the Depositor
into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-C Certificates; (xii) the Uncertificated
Lower-Tier Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related
Mortgagor).


 


“Trust REMIC”:
As defined in the Preliminary Statement.


 


“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.


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LASB, Class LAS,
Class LB, Class LC, Class LD1, Class LD2, Class LE, Class LF, Class LG and Class LNR Uncertificated
Interests.


 


“Underwriters”:
J.P. Morgan Securities LLC, Barclays Capital Inc., Drexel Hamilton, LLC and Academy Securities, Inc.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement


 






    	-101-



    	 



    

 


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 Trust Fund expenses incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in
each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests, $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date
with respect to the Class X-C Certificates, 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,
for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial
Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, 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


 






    	-102-



    	 



    

 


of
the date of determination) and (ii) in the case of any other Class of Regular Certificates (other than the Class X 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)
or the Senior Trust Advisor pursuant to Section 3.31(i), taking into account any notional reduction in the Certificate
Balance for Appraisal Reductions allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class (without
giving effect to any exchange of the Exchangeable Certificates to Class D Certificates), 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)
or the Senior Trust Advisor pursuant to Section 3.31(i), taking into account any notional reduction in the Certificate
Balance for Appraisal Reductions allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Certificates
(other than the Class R, Class Z and Class X Certificates) (and without giving effect to any exchange of the Exchangeable
Certificates to Class D Certificates), each determined as of the Distribution Date immediately preceding such time. None of the
Class R or Class Z Certificates will be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificateholders
shall be allocated among such Certificateholders in proportion to the Percentage Interests evidenced by their respective Certificates.
In addition, if Exchangeable Certificates are exchanged for Class D Certificates, Certificateholders of such Class D
Certificates will be entitled to exercise the Voting Rights that would otherwise be allocated to the Exchangeable Certificates
converted for such Class D Certificates. Appraisal Reductions shall not result in a change in the Class Voting Rights of
any Class of Regular Certificates.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans as of the first day of the related Due Period, weighted on the basis of their respective Stated Principal
Balances as of the first day of such Due Period (after giving effect to any payments received during any applicable grace period).


 


“WHFIT”:
shall mean 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”:
shall mean 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 32 Avenue of the Americas Whole Loan, (ii) the DoubleTree Anaheim - Orange County Whole Loan and (iii) the New Center
One Building Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.25(a).


 






    	-103-



    	 



    

 


“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 Monthly Payments under its modified terms,
would then constitute) a Corrected Mortgage 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 such Mortgage Loan becomes a Corrected Mortgage 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 Mortgage Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Mortgage 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) Monthly
Payments, (ii) Balloon Payments and (iii) payments (other than those included in clause (i) or (ii)
of this definition) at maturity, received on each Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium set forth
in the related Mortgage Loan documents; provided that no amounts shall be considered Yield Maintenance Charges until there
has been a full recovery of all principal, interest and other amounts then due under such Mortgage Loan or REO Loan.


 


“YM Group”:
YM Group A , YM Group B, YM Group C or YM Group D, 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 and the Class X-C Certificates.


 


“YM Group D”:
Collectively, the Class D-1 Certificates, the Class D-2 Certificates and the Class X-D Certificates.


 






    	-104-



    	 



    

 


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), and (b), (b) any Collateral Support
Deficit allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04,
(c) the addition of any Certificate Deferred Interest allocated to such Class of Principal Balance Certificates pursuant to
Section 4.06, and (d) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon)
that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal
Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate
Balance pursuant to Section 4.04(a).


 


(iv)        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 using a discount rate
(a) for principal and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Mortgage
Loan by the Special Servicer, the higher 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 Mortgagor on similar non-defaulted debt of such Mortgagor as
of such date of determination and (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable,
based on its outstanding principal balance, 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 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 expenses or such Intercreditor


 






    	-105-



    	 



    

 


Agreement
does not prohibit the following application of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata
and pari passu, to the Trust Fund and Serviced Pari Passu Companion Loan in accordance with the respective outstanding
principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect
to any AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, to the Trust Fund.


 


[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 Uncertificated Lower-Tier 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, Sections 20 and 21 of the Mortgage Loan Purchase Agreement
among the Depositor, Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series TRS of Ladder Capital Finance Holdings
LLLP and Series REIT of Ladder Capital Finance Holdings LLLP and Sections 20 and 21 of the Mortgage Loan Purchase Agreement
among the Depositor, RTI and RCMC; (iii) the Intercreditor Agreements; (iv) $100 to be deposited by the Depositor into the Upper-Tier
REMIC Distribution Account on the Closing Date with respect to the Class X-C Certificates; and (v) all other assets included
or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or with respect
to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage Loans
on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; and (iii) with
respect to those Mortgage Loans that were closed in November 2015 but have their first Due Date in December 2015, any interest
amounts relating to the period prior to the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 12.07, is intended by the parties to constitute a sale.
In connection with the assignment to the Trustee of (A) 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, (B) Sections 20 and 21 of the Mortgage Loan Purchase Agreement among
the Depositor, Ladder Capital Finance LLC, Ladder Capital Finance Holdings LLLP, Series TRS of Ladder Capital Finance Holdings
LLLP and Series REIT of Ladder Capital Finance Holdings LLLP, and (C) Sections 20 and 21 of the Mortgage Loan Purchase Agreement
among the Depositor, RTI and RCMC, 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


 






    	-106-



    	 



    

 


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


 






    	-107-



    	 



    

 


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 (vii) (to the extent not already assigned pursuant to clause (iii))
or clause (xi) 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) and/or clause (f) 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 (xi) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to
such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding
anything herein to the contrary, with respect to letters of credit referred to in clause (xvi) 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


 






    	-108-



    	 



    

 


JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33”),
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 to the Custodian as provided in Section 2.01(b). Except under
the circumstances provided for in the last sentence of this subsection (c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the


 






    	-109-



    	 



    

 


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 (xi) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


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


 






    	-110-



    	 



    

 


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 Uncertificated Lower-Tier 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 Paradise Valley Resort Scottsdale”,
“DoubleTree Anaheim - Orange County”, “Holiday Inn Express Ft Lauderdale Air/Cruise Port”, “Holiday Inn
- Tewksbury, MA”, “Holiday Inn Express & Suites Meadowlands”, “Homewood Suites - Phoenix Airport”,
“Holiday Inn Express & Suites Dania Beach”, “Wingate Inn Durham” and “Days Inn Charlotte”
on the Mortgage Loan Schedule, which are each subject to a franchise or management 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 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).


 


Section 2.02     Acceptance
by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it
or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse
claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with respect
to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files, and (b) that it holds and will hold such other assets included in the Trust Fund,
in trust for


 






    	-111-



    	 



    

 


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


 


(c)          The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and
Section 2.01 hereof, all documents specified in clauses (i) through (v), (ix) through (xiii),
(xv) and (xvi), 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, if applicable, and (iii) based
on such examination


 






    	-112-



    	 



    

 


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 Defect in
any of the documents specified in clauses (ii) through (v), (viii), (ix), (xi) and (xii)
in the definition of “Mortgage File”, which 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 only prior to the occurrence and
continuance of a Control Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence
and during the continuance of a Control 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 Certificate 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 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 Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or
for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute
for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b)
and Section 6 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller
shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase
(together with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording
office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection
with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the
event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d),
the Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the
Certificate 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


 






    	-113-



    	 



    

 


related
Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Certificate 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), (viii), (xiv) and (xvii) through
(xxv) 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 (ix) of the definition of the “Mortgage File”, whether the insurance
is effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy
has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding. Further,
with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies
of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume,
for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the
related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect
to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as
debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement
was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each
Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent
multiple Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements
to be assigned to the Trust will be delivered on the new national forms (or on such other form as may be acceptable for filing
or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed
or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents
provided, and in accordance with then-current laws.


 


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


 






    	-114-



    	 



    

 


(and
in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter, commencing with the quarter
ending December 31, 2015 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).


 


(g)          If
the Master Servicer or the Special Servicer (i) receives any request or demand for repurchase or replacement of a Mortgage
Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase
or replacement, a “Repurchase Request”, and the Master Servicer or the Special Servicer, as applicable, to the
extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase
Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request or any rejection
of a Repurchase Request (or such a 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 Repurchase Request or withdrawal or rejection
of a Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the
case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase
Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request is received by the Repurchase
Request Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable,
(iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from
the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


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


 


In the event that the
Depositor, the Trustee, the Certificate Administrator, the Certificate Registrar 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 Mortgage Loan, or to the Special Servicer, if relating to a Specially Serviced Mortgage Loan or REO
Property, and include the following statement in the


 






    	-115-



    	 



    

 


related
correspondence: “This is a “Repurchase Request” under Section 2.02 of the Pooling and Servicing
Agreement relating to the JPMBB Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates Series 2015-C33
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 Certificate Registrar 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 Certificate Registrar 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 Mortgage Loans) or Special Servicer (with respect to Specially Serviced Mortgage 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);


 






    	-116-



    	 



    

 


(iii)         The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)         There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)          If
any Certificateholder, the Directing Certificateholder, the Master Servicer, the Special Servicer, a Responsible Officer of the
Certificate Administrator or a Responsible Officer of the Trustee discovers (without implying any duty of such person to make,
or to attempt to make, such a discovery) or receives notice alleging a Defect in any Mortgage File or a breach of any representation
or warranty with respect to a Mortgage Loan set forth in Section 6(c) of the related Mortgage Loan Purchase Agreement (with
respect to such Mortgage Loan, 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, such Certificateholder, the Directing Certificateholder, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator, as applicable, shall give prompt written notice of such Defect or Breach, as the case may be, to the
Depositor, the Master Servicer, the Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Certificate Administrator,
the Senior Trust Advisor and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and
the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Mortgage Loan) or Special Servicer (if the related
Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall request in writing that the applicable Mortgage Loan
Seller, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable
Mortgage Loan Seller’s receipt of such notice or (ii) in the case of a Defect or Breach 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 applicable Mortgage Loan Seller’s discovery of such Defect or Breach or (y) discovery of
such Breach of Defect by any other party, provided that the related Mortgage Loan Seller receives prompt written notice


 






    	-117-



    	 



    

 


thereof
(such ninety (90) day period, the “Initial Cure Period”), (A) cure such Defect or Breach, as the case
may be, in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable
additional Trust Fund expenses 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 32 Avenue of the Americas Mortgage Loan, the DoubleTree Anaheim - Orange County Mortgage
Loan or the New Center One Building Mortgage Loan, as applicable, 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 Certificate 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 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 (ix) of the definition of “Mortgage File” by a date not later than eighteen
(18) months following the Closing Date, if such Breach or 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 Breach or
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 32 Avenue of the Americas Mortgage Loan, the DoubleTree Anaheim - Orange County Mortgage Loan or the New Center One Building
Mortgage Loan, as applicable, 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 Senior Trust Advisor 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 Breach or 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 Breach or Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach
which causes any Mortgage Loan not to be a “qualified mortgage” (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


 






    	-118-



    	 



    

 


Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Certificate
Account. 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 shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) 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 Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; 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. Monthly Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly
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. Monthly 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 Monthly 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 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 either the discovery of a Defect or Breach 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 Breach or Defect and (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 Defect or Breach (knowledge shall not
be deemed to exist by reason of the Custodial Exception Report) and such delay precludes such Mortgage Loan Seller from curing
such Defect or Breach.


 


(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 will cause a document in the Mortgage
File to be deemed to have a “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


 






    	-119-



    	 



    

 


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 (ix) of the definition of “Mortgage File”; (d) the
absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee
on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording
thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original
intervening assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any
required letter of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold
Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease;
provided, however, that no Defect (except the Defects previously described in subclauses (a) through
(f) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related
Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document
with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights
or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the
related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation. 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 (ix) 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 Defect or Breach 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 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


 






    	-120-



    	 



    

 


communications),
and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed
or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 6 of the
related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest
in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property
acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          Section 6(e)
of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the limitations
on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders, the Master Servicer
or the Special Servicer, with respect to any Defect in a Mortgage File or any Breach of any representation or warranty with respect
to a Mortgage Loan set forth in or required to be made pursuant to Section 6 of any of the Mortgage Loan Purchase Agreements;
provided, however, that the foregoing shall in no way limit the ability of the Master Servicer, Special Servicer or
Trustee to take any action against Ladder Capital Finance Holdings LLLP or RTI, to the extent provided for pursuant to the related
Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Sections 20 and 21 thereof.


 


(f)          The
Master Servicer (in the case of Non-Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier 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 Master Servicer or the Special Servicer would require were it, in its individual capacity, the owner of the affected
Mortgage Loan(s). Any costs incurred by the Master Servicer or the Special 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
Master Servicer or the Special Servicer, as applicable, 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 Certificate 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, 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 Fund under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor;
provided, however, that such Mortgage Loan Seller’s


 






    	-121-



    	 



    

 


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 Fund, 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 Fund, the Master Servicer or the Special Servicer allocable to such Mortgage
Loan. The Master Servicer or, with respect to a Specially Serviced Mortgage 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 Mortgage 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 Mortgage Loan, the Special Servicer, may waive the collection of amounts due on behalf
of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)          If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Defect or Breach does not constitute a Defect or Breach, as the case may be, as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Defect or Breach,
as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, 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 Breach or 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 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


 






    	-122-



    	 



    

 


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 either Trust REMIC to fail to qualify as a REMIC, or result in the imposition of any tax on either Trust REMIC
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
on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear
from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against
the Primary Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral
securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair
the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying
Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising
such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner
that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the
exercise of remedies.


 


Section 2.04     Execution
of Certificates; Issuance of Uncertificated Lower-Tier 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, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the
Class LR Interest to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier
REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests and $100 deposit by the Depositor
in respect of the Class X-C Certificates, 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 additionally, in the case of the Class R Certificates, the beneficial


 






    	-123-



    	 



    

 


ownership
of the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate
Administrator to issue the Class D and Class Z Certificates and has caused the Certificate Registrar to execute and cause the
Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges
the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their
respective portions of the Grantor Trust.


 


Section 2.05     Creation
of the Grantor Trust. The Class Z Certificates are hereby designated as undivided beneficial interests in the portion
of the Trust Fund consisting of Excess Interest and the Excess Interest Distribution Account and proceeds thereof and the Class D
Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of any Exchangeable
Certificates that have been exchanged and converted for the Class D Certificates and the Class D Distribution Account,
which portions shall be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the
Code. For federal income tax purposes, the regular interests in the Upper-Tier REMIC represented by the classes of Exchangeable
Certificates (or portions thereof) that have been exchanged for Class D Certificates shall be deemed to continue to be outstanding
and represented by the Class D Certificates, and upon a reconversion of Class D Certificates for Exchangeable Certificates,
shall again be deemed to be represented by such Exchangeable Certificates.


 


[End of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01     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), the Serviced Whole Loans and the REO Properties (other
than any REO Property related to a Non-Serviced Mortgage Loan)
it is obligated to service pursuant to 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 related Companion Holders and the Trustee (as holder of the Uncertificated Lower-Tier Interests), as a collective whole, taking
into account the subordinate or pari passu nature of such Companion Loan(s), as the case may be (as determined by the Master
Servicer or Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of
this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor
Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan(s), taking into account
the subordinate or pari passu nature of such Companion Loan(s), as the case may be. 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


 






    	-124-



    	 



    

 


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 the maximization of timely recovery of principal and interest on a net present value basis on such Mortgage
Loans or such Specially Serviced Mortgage Loans and any related Serviced Companion Loan, as applicable, and the best interests
of the Trust and the Certificateholders (and in the case of a Serviced Whole Loan, any related Companion Holder, taking into account
the subordinate or pari passu nature of the related Companion Loan, as applicable), as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary
and usual standards of practice of prudent institutional, multifamily and commercial 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, or mezzanine loan by
the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) any
obligation to make Advances; (iv) the adequacy of the Master Servicer’s or the Special Servicer’s, as the case
may be, right 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 any other mortgage loans, subordinate interests, subordinate
debt, mezzanine loans or mortgaged properties by the Master Servicer or the Special Servicer; (vi) any option to purchase
any Mortgage Loan, the related Companion Loan it may have; and (vii) any other debt the Master Servicer or the Special Servicer
or any of its Affiliates has extended to any Mortgagor or any of its Affiliates (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 Loan pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loan), any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Mortgage Loan”) 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 Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer
Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and
to render such services with respect to


 






    	-125-



    	 



    

 


such
Specially Serviced Mortgage 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, will 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, will 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, which becomes a Specially Serviced Mortgage Loan, shall continue as such until satisfaction
of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Mortgage Loan or any 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 Mortgage 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 Mortgage 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 shall 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 6.07 hereof)
and of the respective Mortgage Loans or 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 3.22, 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,


 






    	-126-



    	 



    

 


with
respect to each Mortgage Loan or any related Serviced Companion Loan, it is obligated to service under this Agreement: (i) any
and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other
documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.20
and 6.07, 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 Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage 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


 






    	-127-



    	 



    

 


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 3.30), 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 3.30), 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 3.30), 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,


 






    	-128-



    	 



    

 


such
Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with
making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs
and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan
Seller shall pay 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, to the extent consistent with the related Intercreditor Agreement,
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 3.21,
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 Fund, 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, (i) with respect
to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust Fund and 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 AB Whole Loan, first, by the related AB Subordinate Companion Loan
and then, by the Trust Fund.


 


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


 






    	-129-



    	 



    

 


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 6.03 (and, with respect to Section 6.03, 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, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, 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 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 Pooling Agreement. The Master Servicer (or, with respect to any Specially Serviced Mortgage 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 Pooling Agreement.


 


(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 Pooling Agreement, 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 Pooling Agreement and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor
Agreement, the related Non-Serviced


 






    	-130-



    	 



    

 


Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced Pooling Agreement, 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 Mortgage Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust Fund (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 32 Avenue of the Americas Pari Passu Companion Loans and (b) the DoubleTree
Anaheim - Orange County 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 Mortgage 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 Fund’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 and Companion Loan that it is obligated to service hereunder three (3) times during
any period of twenty-four (24) consecutive months with respect to any Mortgage Loan and Serviced Companion Loan; provided
that the Master Servicer


 






    	-131-



    	 



    

 


or
the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan and 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 Trust Fund expense 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 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 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 and any related Intercreditor Agreement; provided, however, that absent express provisions
in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the application
of Liquidation Proceeds, 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 or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation
Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of
the related Intercreditor Agreement) will be applied in the following order of priority:


 


first, as a reimbursement
first, to the Trustee and second, to the Master Servicer or Special Servicer, as applicable, for any outstanding
Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed
to the Master Servicer or Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing
compensation and related additional Trust Fund expenses;


 


second, as a recovery
of accrued and unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related
Mortgage Rate in effect from time to time through the end of the related Interest Accrual Period, less any Appraisal Reduced Interest;


 


third, as a recovery
of Unliquidated Advances, and, without duplication, principal of such Mortgage Loan or REO Loan then due and owing, in each case,
that were paid from collections on the 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”;


 






    	-132-



    	 



    

 


fourth, as a recovery
of Nonrecoverable Advances;


 


fifth, to the
extent not previously allocated pursuant to clause first above, as a recovery of principal of such Mortgage Loan then due
and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has
been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


sixth, as a recovery
of Appraisal Reduced Interest; and


 


seventh, in accordance
with the Servicing Standard, as a recovery of any other amounts due and owing on such Mortgage Loan, including, without limitation,
late payment charges and Default Interest and Yield Maintenance Charges;


 


provided that payments or proceeds
received with respect to any partial release of a Mortgaged Property or any portion thereof (including pursuant to a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125% (based
solely on the value of the real property, and excluding the value of the personal property and going concern value, if any) must
be applied to reduce the principal balance of such Mortgage Loan or Serviced Whole Loan, as applicable, 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 Pooling Agreement,
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)         Liquidation
Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable
Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first, as a reimbursement
first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable for any outstanding
Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed
to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing
compensation, liquidation expenses and related additional Trust Fund expenses);


 


second, as a recovery
of accrued and unpaid interest on such Mortgage Loan or REO Loan that has not been the subject of a P&I Advance, at the related
Mortgage Rate in effect from time to time through the end of the related Interest Accrual Period, less any Appraisal Reduced Interest;


 






    	-133-



    	 



    

 


third, as a recovery
of Unliquidated Advances and, without duplication, principal of such Mortgage Loan or REO Loan then due and owing, in each case,
that were paid from collections on the 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”;


 


fourth, as a recovery
of Nonrecoverable Advances;


 


fifth, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


sixth, as a recovery
of Appraisal Reduced Interest; and


 


seventh, in accordance
with the Servicing Standard, as a recovery of any other amounts due and owing on such Mortgage Loan including, without limitation,
late payment charges and Default Interest and Yield Maintenance Charges;


 


provided that
if the 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 Pooling Agreement, 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, or 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 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 such 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 Due 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 Due Period, the Master Servicer or Special Servicer, as the case may be, shall notify the Trustee
and Certificate Administrator two (2) Business Days prior to the


 






    	-134-



    	 



    

 


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, as applicable, 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, 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 Pooling
Agreement. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Certificate
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 Serviced Companion Loan documents, as applicable,
or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible
Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from
a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or,
if not so


 






    	-135-



    	 



    

 


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), 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 and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan 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, 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 Loan) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the


 






    	-136-



    	 



    

 


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 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 or 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 Mortgage 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. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer
shall deliver to the Master Servicer 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, 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, the Master Servicer shall not be required to reimburse the Special Servicer for any
such Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance,


 






    	-137-



    	 



    

 


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 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 Mortgage 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 the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its
own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines that
such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is 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 be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 






    	-138-



    	 



    

 


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 Mortgage Loans and REO Loans) to make
a payment from amounts on deposit in the Certificate Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Mortgage 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, as the case may be). The Master Servicer or Trustee
may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust Fund pursuant to the terms of Section 3.19(c).
The parties acknowledge that pursuant to the applicable Non-Serviced Pooling Agreement, 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 Pooling Agreement)
in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Intercreditor Agreement.


 


(d)          In
connection with its recovery of any Servicing Advance out of the Certificate 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 Certificate 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 3.19(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 Certificate 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


 






    	-139-



    	 



    

 


Master
Servicer shall use efforts in accordance with the Servicing Standard to enforce any rights of the holder of the related Mortgage
Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion
Loan.


 


(e)          To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall
fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such
failure to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required to
be or to have been taken or completed.


 


Section 3.04     The
Certificate 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, the Gain-on-Sale Reserve Account and the Class
D Distribution Account. (a)  The Master Servicer shall establish and maintain, or cause to be established and maintained,
a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis 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, 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 Trust Fund expenses
(other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 






    	-140-



    	 



    

 





 


(iv)        all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that
are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)          any
amounts required to be transferred from the REO Account pursuant to Section 3.16(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 Certificate 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 Certificate 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 Certificate Account and then withdrawn.


 


The foregoing requirements
for deposit in the Certificate 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 Certificate Account. If the Master Servicer shall deposit in the Certificate
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Mortgage 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 Mortgage Loans,
the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Certificate


 






    	-141-



    	 



    

 


Account in accordance with this Section 3.04(a); provided, however, that to the extent any such amounts
are received after 2:00 p.m. (New York City time) on any given Business Day, the Special Servicer shall use commercially reasonable
efforts to remit such amounts to the Master Servicer for deposit into the Certificate Account within one (1) Business Day of receipt
of such amounts but, in any event, the Special Servicer shall remit such amounts to the Master Servicer for deposit into the Certificate
Account within two (2) Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect
to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit
into the Certificate Account, pursuant to Section 3.16(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 Certificate Account
may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Certificate 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, the Certificate Administrator and the Depositor of
the new location of the Certificate Account prior to any change thereof.


 


(b)          The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
the Class Z Certificateholders), (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders
(other than the Class Z Certificateholders) and the Trustee as holder of the Uncertificated Lower-Tier Interests, (iii) the
Excess Interest Distribution Account for the benefit of the Class Z Certificateholders and (iv) the Class D Distribution Account
for the benefit of the Class D Certificateholders. The Master Servicer shall deliver to the Certificate Administrator each month
on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion
of the Available Distribution Amount attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), and (c) of the definition of Available Distribution Amount) 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 Certificate
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 Certificate 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 P&I Advance 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


 






    	-142-



    	 



    

 


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 each Serviced
Companion Loan that has been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master
Servicer shall withdraw from the Certificate Account (or applicable portion thereof) an aggregate amount equal to all payments
and/or collections actually received on, and payable to, such Serviced Companion Loan 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; and (2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall
make the payments and remittance described in Section 4.01(l) of this Agreement, 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
Account, the Interest Reserve Account, the Companion Distribution Account and the Class D 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 3.19(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 Certificate Account
pursuant to Section 9.01);


 


(iv)       any
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 P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any


 






    	-143-



    	 



    

 


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
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Uncertificated Lower-Tier
Interests as specified in Section 4.01(b) and Section 4.01(d), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Class D 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.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Class D Distribution Account, the Upper-Tier REMIC
Distribution Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator.
The Certificate Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location
of the Interest Reserve Account, the Excess Interest Distribution Account, the Class D 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 Certificate Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account,
if it is a sub-account of the Certificate Account, the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account,
any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Certificate 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 Class Z Certificateholders; the Class D Distribution Account (including
interest, if any, earned on the investment of funds in such account) will be owned by the Grantor Trust for the benefit of the


 






    	-144-



    	 



    

 


Class D Certificateholders; 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 in 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 Due 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 Class Z Certificateholders. 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 Due Period.


 


(d)          Following
the distribution of Excess Interest to Class Z Certificateholders 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 3.18, 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
Pooling Agreement shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          The
Certificate Administrator shall establish and maintain the Class D Distribution Account, in its own name on behalf of the
Trustee, in trust for the benefit of the Holders of the Class D Certificates, which shall be an asset of the Trust Fund and
the Grantor Trust, but shall not be an asset of either Trust REMIC. The Class D Distribution Account shall be established
and maintained as an Eligible Account or a subaccount of an Eligible Account.


 






    	-145-



    	 



    

 


The Certificate Administrator shall make or be deemed
to have made deposits in and withdrawals from the Class D Distribution Account in accordance with Article IV of this
Agreement.


 


Section 3.05     Permitted
Withdrawals from the Certificate Account, the Distribution Accounts and the Companion Distribution Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Certificate Account (or the applicable subaccount thereof) 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 P&I Advance 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 Mortgage 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 Mortgage Loan or REO Loan, as applicable, being limited to
amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation
Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer
any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Mortgage Loan or REO
Loan or Corrected Mortgage 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 Mortgage 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
outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan and then, from the related Serviced AB Mortgage Loan) and then out of general collections on the
Mortgage Loans and REO Properties, and (C) to pay the Senior Trust Advisor any unpaid Senior Trust Advisor Fees or Senior
Trust Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Mortgage Loan (other than


 






    	-146-



    	 



    

 


any
related Companion Loan) or REO Loan (other than any related Companion Loan), as applicable, the Senior Trust Advisor’s
right to payment of the Senior Trust Advisor Fee or Senior Trust Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Mortgage Loan (other than any related Companion Loan) or REO Loan
(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 Senior Trust Advisor Fee), 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;


 


(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 Loan and
REO Loans with respect to which such 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 Serviced 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 Certificate 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 Certificate 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 outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB


 






    	-147-



    	 



    

 


Mortgage 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 Serviced 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 Certificate Account related to any Mortgage Loan); provided, however, that
if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Certificate 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 (other than to the extent
that they relate to the Companion Loans) 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 3.19(c), out of general collections on the Mortgage Loans and (other than to the extent that they
relate to the Companion Loans) REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and (other than to the extent that they relate to the Companion Loans) 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 related thereto, 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 outstanding
principal balances, or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage 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 Certificate 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 Subordinate Companion Loan, the foregoing with respect to
Nonrecoverable Servicing


 






    	-148-



    	 



    

 


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 Serviced 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 Certificate Account related to any Mortgage Loan) or (3) to pay itself, with respect
to any Mortgage Loan, any related Serviced Companion Loan, if applicable, or REO Property any related earned Servicing Fee that
remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to
such Mortgage Loan or REO Property and the deposit into the Certificate 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 3.03(d), 3.11(d) and 4.03(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 Sections 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, out of collections on the related Serviced AB Mortgage 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 Serviced Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Breach or Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses
arising out of the enforcement of the repurchase or substitution obligation, each such Person’s right to reimbursement pursuant
to this clause (vii) with respect to any Mortgage Loan, being limited to that


 






    	-149-



    	 



    

 


portion of the Purchase Price or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)      in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out
of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the 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, solely from the related
Serviced Pari Passu Mortgage Loan or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB
Mortgage 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 Serviced
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 Fund 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 outstanding principal balances
or (ii)  with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage 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 Serviced 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 related Mortgage Loans;


 


(x)          to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and
investment income earned in respect of amounts relating to the Trust Fund held in the Certificate Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment


 






    	-150-



    	 



    

 


Earnings with respect to the Certificate
Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the
P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while
the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Mortgage 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 Fund (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance
with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced Mortgage 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
Mortgage Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred
by the Trust Fund (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 Certificate Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Senior Trust Advisor 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 6.03(a) or Section 6.03(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 outstanding principal balances or (ii)  with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from
the related Serviced AB Mortgage 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 Serviced Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each
case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)      to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.16(a), 3.17(b),
3.20(a), 3.20(b), 3.20(d), 3.20(j) and 10.01(f) to the extent payable out of the Trust Fund,
(b) the cost of any Opinion of Counsel contemplated by Sections 12.01(a) or Section 12.01(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 3.16(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


 






    	-151-



    	 



    

 


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 outstanding principal balances or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any), and then, from the related
Serviced AB Mortgage 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 Serviced 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 either 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 Fund 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 Monthly 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 3.25;


 


(xviii)     to
reimburse the Senior Trust Advisor for any Senior Trust Advisor Expenses incurred by and reimbursable to it by the Trust Fund pursuant
to Section 3.31(h);


 


(xix)       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;


 


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


 






    	-152-



    	 



    

 


(xxi)       to
pay for any expenditures to be borne by the Trust Fund 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 Certificate 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 Pooling Agreement by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor
Agreement and the applicable Non-Serviced Pooling Agreement.


 


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 Certificate Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Certificate 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 Mortgage 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 Certificate 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 Senior Trust Advisor, or for any other purpose,
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.


 


(b)          The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)          to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(b) and the amount of any
Yield Maintenance Charges distributable pursuant to Section 4.01(d) 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(b);


 


(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);


 






    	-153-



    	 



    

 


(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 3.20(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 12.01(a)
or Section 12.01(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 12.01(g);


 


(v)         to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)        to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)      to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)         The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)          to
make distributions to Certificateholders holding Regular Certificates (and on the Class UR Interest in the case of the Class R
Certificates) and to the Class D Distribution Account in respect of the uncertificated regular interests in the Upper-Tier
REMIC represented by any Exchangeable Certificates that have been exchanged for and converted to Class D Certificates (for
distribution to the Class D Certificates pursuant to Section 4.01(l)) on each Distribution Date pursuant to Section 4.01
or Section 9.01, as applicable; and


 






    	-154-



    	 



    

 


(ii)        to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)         The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Class D Distribution Account for any of the
following purposes:


 


(i)          to
make distributions to Certificateholders holding Class D Certificates pursuant to Section 4.01(l) or Section 9.01,
as applicable; and


 


(ii)         to
clear and terminate the Class D Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(f)          Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Certificate 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 Senior Trust 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 Senior Trust Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Certificate 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 Certificate 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 Senior Trust Advisor.


 


(g)          The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(l).


 


Section 3.06     Investment
of Funds in the Certificate Account and the REO Account. (a)  The Master Servicer may direct any depository
institution maintaining the Certificate 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 (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 such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is
the obligor thereon and (ii) no later than the date on which such 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






    	-155-



    	 



    

 


the case of the Certificate 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 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 Certificate Account, the Companion Distribution
Account, the Servicing Accounts 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 Certificate 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 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 Certificate 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 P&I Advance 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 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 P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer
and shall be subject to its withdrawal in accordance with Section 3.16(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 Certificate Account, the Companion Distribution Account, the Servicing Account or the REO Account, the Master
Servicer (in the case of the Certificate Account, the Companion Distribution Account or any 


 






    	-156-



    	 



    

 


Servicing Account maintained by or
for the Master Servicer), the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the
Special Servicer) shall deposit therein, no later than the P&I Advance 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 P&I Advance 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 insurance is available to the
Master Servicer or the Special Servicer and, if available, can be obtained at commercially reasonable rates, as determined
((i) prior to the occurrence and continuance of any Control 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 holder of the related AB Subordinate
Companion Loan)) by the Master Servicer (with respect to the Mortgage Loans (other than a


 






    	-157-



    	 



    

 


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 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, provided 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 Event has occurred and
is continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder). 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 3.17(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 ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect to any
Excluded Loan, with the consent of the Directing Certificateholder) determines that such insurance is not available at
commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer
shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained by
the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss
payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans
(other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to
the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties),
(ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties),
(iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements
securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the
related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the
amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement
providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents),
(v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the
first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any
such Insurance Policies (other than amounts to be


 






    	-158-



    	 



    

 


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 Certificate 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 Certificate 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 3.16(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 Certificate Account). The foregoing
provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single
“Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to
maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged
Property unless such insurance was required at the time of origination of the related Mortgage Loan and is currently
available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions
or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if
it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon
the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor
fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the
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


 






    	-159-



    	 



    

 


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 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, 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 and the Master Servicer will 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 Certificate Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion
Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the
extent consistent with the Servicing Standard, may 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


 






    	-160-



    	 



    

 


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 Certificate 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 will 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 will furnish to the Trustee
copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force
and effect.


 


(d)          At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will 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


 






    	-161-



    	 



    

 


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 will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (prior to the occurrence and continuance of a Control 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 3.16(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, “A(low)” by DBRS (if rated by DBRS) 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 obligations under this Section 3.07.


 


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 or, with respect
to all Non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loan), the Master Servicer, 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


 






    	-162-



    	 



    

 


Non-Specially Serviced Mortgage 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 reasonably
required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage
Loans (other than any Excluded Loan), the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer,
obtain, and, prior to itself taking such an action, the Special Servicer shall obtain prior to the occurrence and continuance of
a Control 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 holder of the related
AB Subordinate Companion Loan, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence and during
the continuance of a Control 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 6.07 hereof), which consent shall be deemed
given ten (10) Business Days after receipt from the Special Servicer (unless earlier objected to by the Directing Certificateholder)
of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect
to such waiver together with such other information reasonably required by the Directing Certificateholder (or, with respect to
any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent
of the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) and (iii) with
respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated
Principal Balance greater than or equal to 5% of the aggregate 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 3.30),
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 Event
has occurred and is continuing), the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Senior Trust
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Senior
Trust Advisor.


 






    	-163-



    	 



    

 


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 3.30 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 3.30 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, 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 all Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loan), related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Mortgage Loan which does not allow
the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions
to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, 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 Companion Loan that contains a provision in the
nature of a “due-on-encumbrance” clause that by its terms:


 


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


 


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


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer or, with
respect to all Non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loan), the Master Servicer, 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 Mortgage 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


 






    	-164-



    	 



    

 


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
reasonably required by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and the Non-Specially
Serviced Mortgage Loan (other than with respect to an Excluded Loan), the Special Servicer has obtained prior to the occurrence
and continuance of a Control 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 holder of the related AB Subordinate Companion Loan, 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
reasonably required 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 holder of the related AB Whole Loan Controlling Holder,
to the extent required under the Intercreditor Agreement), and (iii) the Master Servicer or the Special Servicer, as the case
may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt)
or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated
Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
loan) 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 (iii), 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 Event has occurred and is continuing), the Special Servicer shall consult with the
Senior Trust Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and
consider alternative actions recommended by the Senior Trust Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.07 for consulting with the Senior Trust 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 3.30 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 3.30 of this Agreement.


 






    	-165-



    	 



    

 


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 non-recoverable such costs not collected
from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of
the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially
Serviced Mortgage Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied, the Master
Servicer, on behalf of the Trustee as mortgagee of record, 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.


 


(d)          Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.20, 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 3.30)
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.


 


(e)          Notwithstanding
any other provisions of this Section 3.08 or Section 3.20, but subject to any related Intercreditor Agreement,
the Master Servicer may with respect to Non-Specially Serviced Mortgage Loans, without any Directing Certificateholder approval,
Rating Agency Confirmation or Special Servicer approval (provided 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,
deliver notice thereof to the Directing Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder,
as the case may be, notifies the Master Servicer that such party does not desire


 






    	-166-



    	 



    

 


to receive copies of such items), (i) grant
waivers of non-material covenant defaults (other than financial covenants), including late financial statements; (ii) consent
to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value
of the Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion
Loan as and when due provided such releases are required by the related Mortgage Loan documents and there is no lender discretion
permitted under the Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way for utilities,
access, parking, public improvements or another purpose or subordinations of the lien of Mortgage Loans to easements that do not
materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability to make any payments with respect to
the related Mortgage Loan and any related Companion Loan; (iv) grant other routine approvals, including the granting of subordination,
non-disturbance and attornment agreements and leasing consents that affect less than the lesser of (a) 30% of the net rentable
area of the Mortgaged Property or (b) 30,000 square feet; (v) consent to actions related to condemnation of non-material,
non-income producing parcels of the Mortgaged Property that do not materially affect the use or value of the Mortgaged Property
or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan when due; (vi) consent
to a change in property management relating to any Mortgage Loan or related Companion Loan with respect to Mortgage Loans (including
any related Companion Loans) with an outstanding principal balance of less than $2,500,000; (vii) approve of annual operating
budgets; (viii) approve 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 forty-five (45) days after the end of the
calendar quarter; (ix) subject to any other provisions in this Agreement regarding Principal Prepayments, waive any provision of
a Mortgage Loan requiring a specified number of days’ notice prior to a Principal Prepayment; (x) routine and/or customary
escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria is not required pursuant
to the terms of the related Mortgage Loan documents; (xi) approve non-material modifications, consents or waivers in connection
with a defeasance (which for the sake of clarity do not include modifications to the type of securities which are required to be
pledged by the related Mortgage Loan documents) permitted by the terms of this Agreement; (xii) waiver of late charges and/or Default
Interest (for Mortgage Loans other than Specially Serviced Loans, and with respect to Corrected Mortgage Loans only to the extent
arising after such Mortgage Loan became a Corrected Mortgage Loan); and (xiii) any non-material modifications, waivers or amendments
related to nonmonetary terms (for Mortgage Loans other than Specially Serviced Loans) not provided for in clauses (i) through (xii)
above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the terms of the related Mortgage
Loan; provided that (w) any such modification, waiver or amendment would not in any way affect a payment term of the
Certificates, (x) any such modification, waiver or amendment would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause
either Trust REMIC to fail to 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 modification, waiver or amendment would be consistent with the Servicing Standard,
and (z) agreeing to such modification, waiver or amendment would not violate the terms, provisions or limitations of this
Agreement or any Intercreditor Agreement. The foregoing is intended to be


 






    	-167-



    	 



    

 


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.


 


(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 Mortgage Loan or relating to any Specially Serviced Mortgage Loan without ((i) prior to the occurrence and continuance
of a Control 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 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 6.07
hereof). The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s
or Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and
any additional information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver
or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent
(provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in
writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


 


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or the Special Servicer (with respect to Specially Serviced Mortgage 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 Mortgage 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 and Section 3.29,
subject to the Directing Certificateholders’ rights pursuant to Section 6.07, 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) or 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


 






    	-168-



    	 



    

 


delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is
subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration
of such property unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the
Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer has not determined that
such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs
and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided
that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained
in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of
the Trust, to make a bid 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 3.18(b) and the results of any Appraisal obtained pursuant to the following sentence,
all such bids 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
Mortgage Loan or any related defaulted Companion Loan, whether for purposes of bidding 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 Fund (to the extent not allocable to the related
Companion Loan) will not cause the imposition of a tax on either Trust REMIC under the REMIC Provisions or cause either Trust REMIC
to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.29, 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


 






    	-169-



    	 



    

 


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)         the
Mortgaged Property is in compliance with applicable environmental laws and regulations or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith is reasonably likely to produce a greater recovery on a net
present value basis than not taking such actions, for such purposes taking into account any insurance coverage provided pursuant
to any environmental insurance policies in effect and obtained on behalf of the mortgagee with respect to the related Mortgaged
Property; and


 


(ii)        there
are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental
laws and regulations or, if such circumstances or conditions are present for which any such action could be required, that taking
such actions with respect to such Mortgaged Property is reasonably likely to produce a greater recovery on a net present value
basis than not taking such actions.


 


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 Fund 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 Certificate 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
Fund 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 Mortgage Loans, the Master Servicer and,
with respect to Specially Serviced Mortgage 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 Uncertificated
Lower-Tier 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


 






    	-170-



    	 



    

 


a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage Loan,
any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or
required to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage
Loan Seller could be required to repurchase such Defaulted Mortgage Loan pursuant to Section 6 of the applicable Mortgage
Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the
Trust Fund (other than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((i) prior to the occurrence
and continuance of a Control Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence and during the continuation
of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Event) and (ii) 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 ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the bases for such intention,
(ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.15(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 Mortgage 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


 






    	-171-



    	 



    

 


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 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 Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or
any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 


Section 3.10     Trustee
and Certificate Administrator 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 substantially in the form of Exhibit E
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 Certificate 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 Certificate 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 substantially
in the form of Exhibit E 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


 






    	-172-



    	 



    

 


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 Certificate 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 substantially in the form of Exhibit E shall be released
by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released
upon termination of the Trust.


 


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)          If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
Pooling Agreement, 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 Mortgage Loans and any Non-Serviced Mortgage Loan
constituting a “specially serviced mortgage loan” under any related Non-Serviced Pooling Agreement). 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,


 






    	-173-



    	 



    

 


Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except
that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered
under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be
payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise
provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of
any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).
Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.02,
Section 6.04 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 Certificate 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 modifications, waivers,
extensions or amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of
the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required,
then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees received on Non-Specially
Serviced Mortgage 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); (iii) 100% of assumption, waiver, consent and earnout fees
pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement
on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions and
(iv) 50% of all assumption, waiver, consent and earnout fees (other than assumption application fees and defeasance fees), pursuant
to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s consent
or approval is required on the Non-Specially Serviced Mortgage Loans and in each of clauses (i) through (iv), 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)


 






    	-174-



    	 



    

 


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 Certificate 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 Certificate 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 P&I Advance Date 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 and any Serviced Pari Passu Companion Loan during the related Due 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 Certificate Account and the Master Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this Agreement.


 


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 6.04 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 Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Mortgage 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 Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Mortgage 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


 






    	-175-



    	 



    

 


related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan
is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage 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 modifications, waivers, extensions
or amendments of any Specially Serviced Mortgage Loans, (ii) 100% of all assumption application fees and assumption fees and
other related fees received on any Specially Serviced Mortgage Loans, (iii) 100% of waiver, consent and earnout fees, pursuant
to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement on the Specially
Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor and (iv) 50% of all Excess Modification
Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.20 and 50% of all earnout fees
received with respect to all Non-Specially Serviced Mortgage 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) in
each of clauses (i) through (iv) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited
in the Certificate 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 P&I Advance Date related to
such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout
Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long as it remains
a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect
to such Corrected Mortgage 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 Mortgage 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 Mortgage Loan (including any
related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding
sentence with respect to each collection on such Corrected Mortgage Loan from which such 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 Mortgage
Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout
Fee will become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected


 






    	-176-



    	 



    

 


Mortgage 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 Mortgage Loans prior to the time of that termination or resignation except
the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan.
If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Mortgage 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 Mortgage Loan solely
because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes
a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly 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 Mortgage 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 Mortgage 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 Certificate Account or the REO Account, and the
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


(d)          In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan), and
any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on


 






    	-177-



    	 



    

 


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 Pooling Agreement, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust Fund 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 Pooling Agreement, which resulted in an additional trust fund 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 Fund for costs of all additional Trust Fund expenses (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 Pooling Agreement) 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 Mortgage 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 Mortgage Loan or REO Loan. Any Penalty Charges paid or payable as additional
servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the
Special Servicer, on a pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements
to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion
Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon
and additional Trust Fund expenses in accordance with this Section 3.11(d).


 


(e)          With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer on the Determination
Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate Administrator, without charge and
on the same day as the Master Servicer is required to deliver the CREFC® Investor Reporting Package (IRP) for such
Distribution 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


 






    	-178-



    	 



    

 


of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Certificate 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 Certificate 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 Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or more
at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each
case, commencing in the calendar year 2017 (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 Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage
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 Fund, 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 Certificate 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 outstanding principal balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then,
from the related AB Mortgage 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 Serviced 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


 






    	-179-



    	 



    

 


(i) any vacancy in the Mortgaged Property
that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change
in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected
Mortgaged Property. The Special Servicer and the Master Servicer shall deliver or make available on its website a copy (in electronic
format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the
Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect to
any Excluded Loan) and to the Trustee within five (5) Business Days after completion or receipt of such report, as applicable,
provided that such receipt shall be no later than 30 days after inspection. Within five (5) Business Days after request for copies
of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver 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. 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
Holder of a Class E, Class F, Class G or Class NR Certificate (which such request may state that such items may
be delivered until further notice).


 


(b)          [Reserved.]


 


(c)          The
Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loan (other than any Non-Serviced Mortgage 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; provided, that if the related Mortgage
Loan documents permit the lender to request audited financial statements, the Master Servicer shall be required to request audited
financial statements from the related Mortgagor. 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 copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder, each Companion Holder (if they relate to the related Serviced Whole Loan or any portion thereof
or any related REO Property) or Other Servicer for a related securitization trust in respect of any Serviced Companion Loan and
the Depositor, in electronic


 






    	-180-



    	 



    

 


format on its website, 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 3.15(c).


 


Within forty-five (45)
days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans it is responsible for servicing
hereunder, or the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced
Mortgaged Property), of any quarterly and annual operating statements or rent rolls beginning with the quarter ending March 31,
2016 and the calendar year ending December 31, 2016 with respect to any Mortgaged Property or REO Property, or if such date
would be after June 30 of any year, then within thirty (30) days after receipt, 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® IRP. 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).


 


(d)          At
or before 12:00 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, each Companion Holder (if they relate to the related Serviced Whole Loan or any portion
thereof or any related REO Property) and, prior to the occurrence of a Consultation


 






    	-181-



    	 



    

 


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 Mortgage
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 or other recipient 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 and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI
Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial
statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(e)          Not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning December 2015, 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 and,
to the extent related to a Serviced Whole Loan or any portion thereof or any related REO Property, the related Companion Holder
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 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(d) 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 P&I Advance
Date beginning December 2015, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator and, to the extent related to a Serviced Whole Loan or any portion thereof or any related REO Property, the related
Companion Holder 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 December 2015, the Master Servicer shall deliver or cause
to be delivered to the Certificate Administrator and, to the extent related to a Serviced Whole Loan or any portion thereof or
any related REO Property, the related Companion Holder 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.


 


(f)          The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(c) and Section 3.12(d), and


 






    	-182-



    	 



    

 


the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(e). 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(c) and Section 3.12(d).
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(e). In the case of information or reports to be furnished by the Master Servicer
to the Certificate Administrator pursuant to Section 3.12(e), 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(c) or Section 3.12(d)
and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c)
or Section 3.12(d), 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(e) caused by the Special
Servicer’s failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d)
of this Agreement.


 


(g)          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).


 


(h)          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 or the Special
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.


 






    	-183-



    	 



    

 


Section 3.13[Reserved.]


 


Section 3.14[Reserved.]


 


Section 3.15     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, with respect to any Excluded Controlling Class Holder, other than the related Excluded
Controlling Class Loan(s)) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion
Loan, and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer, the
Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator
on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15,
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 or Special Servicer’s 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


 






    	-184-



    	 



    

 


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 Fund or otherwise materially harm the Trust or the Trust Fund. 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 an AB Subordinate Companion Loan) obtained by
the Master Servicer; provided that, in connection therewith, the Master Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect
that such Person is a Holder of Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder
or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will
keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating
any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the
Trust.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements
to Certificateholders and the SEC 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 Supplement and 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; and


 


(C)          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”;


 






    	-185-



    	 



    

 


(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
Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the
definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance
Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)          all
Senior Trust 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 3.21(d);


 


(B)          all
property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and


 


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.21;


 


(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 3.20(h);


 


(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;


 






    	-186-



    	 



    

 


(E)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g);


 


(F)          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;


 


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


 


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


 


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


 


(J)          any
notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor
senior trust advisor pursuant to Section 3.31;


 


(K)         any
notice of recommendation of termination of the Special Servicer by the Senior Trust Advisor


 


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


 


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


 


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


 


(vi)        the
“Investor Q&A Forum” pursuant to Section 4.08(a); and


 


(vii)       solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.08(b).


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 






    	-187-



    	 



    

 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Statements to Certificateholders, and the following items made available
to the general public: the Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on
the Certificate Administrator’s Website, and (b) 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
Senior Trust Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially
in the forms of Exhibit P-1D and 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, all information (other than the Excluded Information with respect 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 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 Senior Trust 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 Senior Trust Advisor, the Certificate Administrator and the Trustee
in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with
respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a
notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the
Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate
Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification
substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
Master Servicer, the Special Servicer and the Senior Trust Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the


 






    	-188-



    	 



    

 


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 Senior Trust Advisor and the Certificate Administrator
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 Senior Trust Advisor or the Certificate Administrator, 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 Senior Trust 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 Senior Trust 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 3.35(a).


 


Each of the Master Servicer,
the Special Servicer, the Senior Trust Advisor and the Certificate Administrator 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 no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


The Certificate Administrator
makes no representations or warranties 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


 






    	-189-



    	 



    

 


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 3.15(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 “JPMBB 2015-C33” 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 3.21(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 3.21;


 


(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 3.30(a);


 


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


 






    	-190-



    	 



    

 





(x)          any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(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 12.01(a)(ix);


 


(xvi)       any
Senior Trust Advisor Annual Report pursuant to Section 3.31;


 


(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 3.15(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 or 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 3.15(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 3.19(c), Section 3.20(h); Section 11.09
or Section 11.10; and


 


(xix)       any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10.


 


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, that any information delivered pursuant to Section 3.15(d) shall be posted
in accordance with Section 3.15(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


 






    	-191-



    	 



    

 


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 will 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 will be granted by the 17g-5 Information Provider on the same Business Day provided 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 “JPMBB 2015-C33” 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 3.15. 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 3.15(d), 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 or notice
(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 will notify each Person that has
signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the email. The 17g-5 Information Provider will 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 “JPMBB 2015-C33”
and an identification of the type of information being provided in the body of such


 






    	-192-



    	 



    

 


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 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 3.15(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 3.15(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 Statements to Certificateholders, CREFC®
reports and supplemental notices with respect to such Statements to Certificateholders 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, Markit 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 its 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 3.15 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 3.15(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into
(x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a
“click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or Special Servicer’s 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 or the Special Servicer’s website, the Master


 






    	-193-



    	 



    

 


Servicer and the Special 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 3.15(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 3.15 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 to (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 3.15(c) the same day such communication takes place; provided, further that the summary of such
oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post
such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.15(c).


 


(h)          The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Senior Trust 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 Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Senior Trust Advisor in support of the performance of its obligations under this Agreement in electronic
format.


 






    	-194-



    	 



    

 


(i)           None
of the foregoing restrictions in this Section 3.15 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Master Servicer, the Senior Trust Advisor 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 Senior Trust Advisor or the Special Servicer, as applicable, (ii) such
Rating Agency’s or NRSRO’s approval of the Master Servicer, the Senior Trust Advisor 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 Senior Trust Advisor or the Special Servicer’s, as applicable, servicing operations
in general; provided, that the Master Servicer, the Senior Trust Advisor or the Special Servicer, as applicable, shall
not provide any information relating to the Certificates, the Mortgage Loans or any Serviced Companion Loan, as applicable, 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; or (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 pursuant to the terms hereof 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 in reliance
on the certification provided in 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 the such Rating Agency has access to) (in each case, subject to any agreement governing the
use of such information, including any engagement letter with the Depositor or any other applicable depositor).


 


(j)           The
costs and expenses of compliance with this Section 3.15 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and any other party hereto shall not be additional Trust Fund expenses, but shall be
borne by the applicable party hereto.


 


Section 3.16     Title
to REO Property; REO Account.   (a) If title to any Mortgaged Property is acquired (and thus becomes REO Property),
the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16. The Special Servicer, on behalf
of the Trust Fund 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 Fund 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 an 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


  



    	-195-



    	 



    




 


(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 Fund of such REO Property subsequent to the close of the third calendar
year following the year in which such acquisition occurred will not cause the imposition of a tax on either Trust REMIC or
cause either Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate
is outstanding. 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 Fund payable out of the Certificate 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
the related Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Uncertificated Lower-Tier 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 one (1) Business Day after receipt of
properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect
of an REO Property; provided, however, that to the extent any such funds are received after 2:00 p.m. (New York
City time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to deposit, or cause to be
deposited, such funds in the REO Account within one (1) Business Day of receipt of such funds but, in any event, the Special Servicer
shall deposit, or cause to be deposited, such funds in the REO Account within two (2) Business Days of receipt of such funds.
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 or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding
each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,
which shall deposit into the Certificate 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 Due 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


 






    	-196-



    	 



    

 


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 each Determination
Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the
Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Certificate Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the
Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance
Date) for the related Distribution Date.


 


(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 3.16(b) or Section 3.16(c).


 


Section 3.17     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, as applicable, and the Trustee (as holder of the Uncertificated Lower-Tier 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 Fund 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 Uncertificated
Lower-Tier Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loan) (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 3.17(a). Subject to this Section 3.17(a), the Special Servicer may allow the Trust Fund 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 one (1) Business Day following receipt of such properly identified funds; provided,
however, that to the extent any such funds are received after 2:00 p.m. (New York City time) on any given Business Day,
the Special Servicer shall use commercially reasonable efforts to deposit, or cause to be deposited, such funds in the applicable
REO Account within one (1) Business Day of receipt of such funds but, in any event, the Special Servicer shall deposit, or cause
to be deposited, such funds in the applicable REO Account within two (2) Business Days of receipt of such funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and


 






    	-197-



    	 



    

 


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


 


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


 


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


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust
Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 






    	-198-



    	 



    

 


(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 herewith 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 Fund) 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 3.17(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 3.17(a) and 3.17(b).


 


Section 3.18     Sale
of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after
a Defaulted Mortgage Loan has become a Specially Serviced Mortgage 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 Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer
is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make
its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of
such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances,
new information and other relevant factors, in each instance in


 






    	-199-



    	 



    

 


accordance with a review of such circumstances and new information
in accordance with the Servicing Standard; 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 Mortgage 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 Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage 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, will, notwithstanding anything in this Section 3.18 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 Mortgage 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 may offer to sell
to any Person any Specially Serviced Mortgage Loan (to the extent consistent with any related Intercreditor Agreement) or may
offer to purchase any Specially Serviced Mortgage Loan, 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 Fund (or, in the case of any Serviced Whole
Loan, the Trust Fund and the holder of the related Serviced Companion Loan(s), as a collective whole, taking into account the
pari passu or subordinate nature of the related Serviced Companion Loan(s), as the case may be) on a net present value
basis. The Special Servicer is required to give the Trustee not less than five (5) days prior written notice of its intention
to sell any Specially Serviced Mortgage Loan, in which case the Special Servicer is required to accept the highest offer received
from any person for such Specially Serviced Mortgage Loan in an amount at least equal to the Purchase Price or, at its option,
if it has received no offer at least equal to the Purchase Price therefor, purchase such Specially Serviced Mortgage Loan at such
Purchase Price.


 


(iv)         (A)  In
the case of a Specially Serviced Mortgage 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, subject to subclause (B) below, accept the highest offer received from any Person
that is determined by the Special Servicer to be a fair price for such Specially Serviced Mortgage Loan, if the highest offer
is less than the Purchase Price and the offeror is a Person other than an Interested Person or any known Affiliate of any such
Person. The Trustee (based upon updated Appraisals ordered by the Special Servicer and received by the Trustee (or ordered by
the Trustee if the Special Servicer or


 



    	-200-



    	 



    




 


any of its Affiliates is an Interested Person)) shall determine the fair price for the
Specially Serviced Mortgage Loan if the highest offer is less than the Purchase Price and the offeror is an Interested Person,
and any such determination by the Trustee shall be binding upon all parties. The Trustee shall act in a commercially reasonable
manner in making such determination. The reasonable cost of such independent appraisal will be an expense of 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. The Trustee
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. 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) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the
subject Mortgage 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. 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,
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. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially
Serviced Mortgage Loan.


 


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines, 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, with respect to a Serviced Whole Loan, the holder of the related
Serviced Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate nature of such Serviced
Companion Loan(s), as the case may be). In addition, the Special Servicer may accept a lower offer if it determines, in accordance
with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the acceptance of such
offer would be in the best interests of the Holders of Certificates and, with respect to a Serviced Whole Loan, the holder of
the related Serviced Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate nature
of such Serviced Companion Loan(s), 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


 






    	-201-



    	 



    

 


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 Specially Serviced Mortgage 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 3.18, on the basis of anything other than the related Appraisal.


 


(v)          Unless
and until any Specially Serviced Mortgage Loan is sold pursuant to this Section 3.18(a), the Special Servicer shall
pursue such other resolution strategies with respect to such Specially Serviced Mortgage Loan, including, without limitation,
workout and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing
Standard and the REMIC Provisions.


 


(b)          (i)  (A)  The
Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the
entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust Fund and the related
Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder and the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than
five (5) Business 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 bidder is a Person other than an Interested Person, or (2) by the Trustee, if the highest
bidder is an Interested Person. 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, as a collective whole (taking
into account the 


 






    	-202-



    	 



    

 


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, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the
lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate
of the Special Servicer.


 


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


 


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust Fund 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 Senior
Trust Advisor or the Trust Fund (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 Fund) 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 Senior Trust Advisor nor the Trustee shall have any liability to the Trust Fund 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 Mortgage 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).


 






    	-203-



    	 



    

 


(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 Mortgage Loan in accordance with this Section 3.18, then the Special Servicer
will be required to sell the related Pari Passu Companion Loan together with such Serviced Mortgage Loan as one whole loan and
will be required to require that all offers be submitted to the Special Servicer in writing and be accompanied by a refundable
deposit of cash in an amount equal to 5% of the offer amount (subject to a cap of $2,500,000). To the extent a determination is
required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination
shall be made by the Special Servicer, unless the offeror is an Interested Person, and 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 Pari Passu Companion Loan (or if such Serviced Pari Passu Companion Loan is included in an Other Securitization,
then prior to a control event under such Other Securitization, with the consent of the related directing certificateholder) (provided
that such consent is not required if 50% or more of the related Pari Passu Companion Loan is held by the related Mortgagor
or an affiliate of the related Mortgagor) unless the Special Servicer has delivered to the Other Servicer under the applicable
Other Securitization, who shall deliver to the related directing certificateholder for the holder of the related Serviced Pari
Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced
Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten
(10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Whole Loan, and any documents
in the servicing file reasonably requested by the holder of the related Pari Passu Companion Loan that are material to the sale
price of the Serviced 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 Whole Loan; 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
Whole Loan, the holder of the related Pari Passu Companion Loan may waive any of the delivery or timing requirements set forth
in this paragraph with respect to the related 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 or investing in loans similar to the subject Mortgage 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. The Trustee shall act in a commercially
reasonable manner in making such determination. 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


 






    	-204-



    	 



    

 


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, 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.


 


(e)          (i)  Notwithstanding
anything in this Section 3.18 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 the AB Subordinate Companion Loan shall be given
priority over any provision described in this Section 3.18 as and to the extent set forth in the related Intercreditor
Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion Loan,
repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate
Companion Loan will no longer be subject to this Agreement.


 


(ii)          Notwithstanding
anything in this Section 3.18 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 3.18 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 3.19     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 P&I Advance 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 the
applicable Serviced Whole Loan Remittance Date, without any right of reimbursement therefor.


 


(b)          The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder (or, in the event the related Companion
Loan has been securitized, to the applicable master servicer of such other securitization) any reports or notices required to
be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 






    	-205-



    	 



    

 


(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 Certificate 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 Event, the consent of the Directing Certificateholder), and any election to so defer or not to
defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election
at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the Master Servicer 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 Certificate
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 3.15(c), unless extraordinary circumstances make such notice impractical.
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 3.19(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 Certificate 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


 






    	-206-



    	 



    

 


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 Certificate 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 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 3.15(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related Mortgage 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 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 Mortgage 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 Mortgage Loan documents, upon a subsequent default.


 


Section 3.20     Modifications,
Waivers, Amendments and Consents.  (a)   Except as set forth in Section 3.08(a), Section 3.08(b),
Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j)
and Section 6.07, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan
(other than any Non-


 






    	-207-



    	 



    

 


Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject
to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer,
as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of
the related Intercreditor Agreement), the Master Servicer shall not grant any consent nor modify, waive or amend the terms of
a Mortgage Loan and/or Companion Loan (that constitute a Major Decision) without the prior written consent of the Special Servicer
(it being understood that the Master Servicer will promptly provide the Special Servicer with notice of any request for such consent,
modification, waiver or amendment, 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
recommendation and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold
such consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and,
if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s
consent to such action shall be deemed granted; and provided, further, that no extension entered into pursuant to
this Section 3.20(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 Senior Trust 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 a Trust Fund expense
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 Event and (ii) other than with respect to
any Excluded Loan) obtain the consent of the Directing Certificateholder (or, (i) after the occurrence and during the continuance
of a Control 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 6.07 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, the Master Servicer, with respect to Non-Specially Serviced Mortgage 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 order to (i) cure
any ambiguity or mistake


 






    	-208-



    	 



    

 


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 6.07   herein, 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 3.30)) 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 (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 Fund)
with respect thereto).


 


(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 Mortgage 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 Mortgage Loan, then
the Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Mortgage Loan, subject to (x) the
provisions of this Section 3.20(b) and Section 3.20(c), (y) with respect to any Mortgage Loan other
than any Excluded Loan, prior to the occurrence and continuance of a Control Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Event, but prior to a Consultation Termination Event, upon consultation
with the Directing Certificateholder) as provided in Section 6.07; provided that with respect to any Serviced
AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,


  






    	-209-



    	 



    

 


the approval of the holder of
the related AB Subordinate Companion Loan, 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 Serviced Companion Noteholder or with respect to a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult
with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that
in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an
Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Event has occurred and is
continuing), the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Senior Trust Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Senior Trust Advisor.


 


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 successor provisions, unless the related borrower provides an Opinion of Counsel that if such amount is not
paid the related Mortgage Loan will not fail to be a “qualified mortgage” as defined in Section 860G(a)(3) of the
Code.


 


The
Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage 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 Mortgage Loan if such modification, waiver or amendment would (1) extend the maturity date of any
such Specially Serviced Mortgage 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 Mortgage 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
Event and (ii) other than with respect to any


 






    	-210-



    	 



    

 


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 3.20 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 3.20 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 3.20(a), and
Section 6.07), the Master Servicer (as provided in Sections 3.08(a), 3.08(b) and 3.08(e))
or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage
Loan or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated
waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause (x) either Trust REMIC to fail to qualify
as a REMIC for purposes of the Code or (y) either Trust REMIC to be subject to any tax under the REMIC Provisions. 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
Certificate 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 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 or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.


 


(e)          In
the event of a modification that creates Mortgage Deferred Interest, such Mortgage Deferred Interest will be allocated to reduce
the Distributable Certificate Interest of the Class or Classes of Regular Certificates (other than the Class X Certificates)
with the latest sequential designation then outstanding, and to the extent so reduced, shall be added to the Certificate Balance
of such Class.


 


(f)          Subject
to Section 3.20(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request
by a Mortgagor for consent, modification


 






    	-211-



    	 



    

 


(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).


 


(g)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.20 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).


 


(h)          With
respect to any modification, waiver or amendment for which it is responsible, the Special Servicer shall notify the Master Servicer,
the Trustee, the Certificate Administrator, the Senior Trust Advisor (after the occurrence and during the continuance of a Control
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 an AB Subordinate Companion
Loan related to a Serviced AB Whole Loan, an AB Control Appraisal Period has occurred, if
applicable) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.15(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 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 an AB Subordinate Companion Loan
related to a Serviced AB Whole Loan, an AB Control Appraisal Period has occurred, if applicable), 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 3.15(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 related 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 or Class Z Certificates) upon request. With respect to the processing of any
modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if
the 


 






    	-212-



    	 



    

 


Special Servicer processes such modification, waiver or consent pursuant to Section 3.20(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.20(a)) shall, on or before
the later of (i) 3:00 p.m. on the related P&I Advance 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 Due 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.


 


(i)           Subject
to the consent rights and process set forth in Section 6.07 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 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 Fund, 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


  






    	-213-



    	 



    

 


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 3.30); 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 Principal Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than
5% of the aggregate Cut-off Date Principal 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.


 


(j)           Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer 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 either Trust REMIC; and provided,
further, that the requirements set forth in Section 3.20(i) (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 


 






    	-214-



    	 



    

 


considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.30).


 


(k)          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 Certificate 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 Distribution
Amount”, 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 Certificate Account for a period in
excess of 365 days (or 366 days in the case of a leap year).


 


(l)           Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30)
(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.


 


(m)         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 3.20(i), the Master Servicer shall not approve
any such modification, waiver, consent or amendment thereto without first having received an Opinion of Counsel that such modification,
waiver, consent or amendment will not cause an Adverse REMIC Event.


 


Section 3.21     Transfer
of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report.   (a)  Upon determining
that a Servicing Transfer


 






    	-215-



    	 



    

 


Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or
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 Senior Trust 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 Senior Trust 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(s) 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 Senior Trust 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 3.21. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer pursuant to this Section 3.21.


 


Upon
determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three
consecutive Monthly 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(s)), 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 Senior Trust Advisor, the related
Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan related
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 Mortgage 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.


 






    	-216-



    	 



    

 


(b)          In
servicing any Specially Serviced Mortgage 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(d), the Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Mortgage 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, and the related Mortgaged Property to
the Master Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan), the Senior Trust Advisor (after the
occurrence and during the continuance of a Control 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 3.15(c)) and, with respect to any related
Serviced Companion Loan, to the extent such 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 Mortgage 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)         the
Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing status and
returned to the Master Servicer for regular servicing or otherwise realized upon;


 






    	-217-



    	 



    

 


(v)          a
copy of the last obtained Appraisal of the Mortgaged Property; and


 


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


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing, 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 Event, the Directing Certificateholder disapproves such Asset Status
Report within ten (10) Business Days of receipt, 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 Directing
Certificateholder, the Master Servicer, the Trustee, the Certificate Administrator, the related Companion Holder (if applicable,
only to the extent such Companion Holder is not subject to an AB Control Appraisal Period) and the 17g-5 Information Provider
(which shall promptly post such revised Asset Status Report on the 17g-5 Information Provider’s Website in accordance with
Section 3.15(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance
of any Control Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.21(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 one of the determinations described
below. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such
report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.21(d).
Notwithstanding the foregoing, the Special Servicer (A) may, following the occurrence of an extraordinary event with respect
to the related Mortgaged Property, take any action set forth in such Asset Status Report (subject to the rights of a related Companion
Holder to advise the Special Servicer with respect to, or, if applicable, consent to, such action, in each case, pursuant to the
terms of the related Intercreditor Agreement) before the expiration of a ten (10) Business Day period if the Special Servicer
has reasonably determined that failure to take such action would materially and adversely affect the interests of the Certificateholders
or, if a Serviced Whole Loan is involved, the related Companion Holder, and it has made a reasonable effort ((i) prior to the
occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan) to contact the Directing
Certificateholder and (B) in any case, shall determine whether such affirmative disapproval is not in the best interest of
all the Certificateholders pursuant to the Servicing Standard and upon such determination shall implement the action recommended
in the Asset Status Report notwithstanding any affirmative disapproval of the Asset Status Report; provided, 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 6.07. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Event has occurred and is continuing), the Special Servicer shall consult with the Senior Trust 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


 






    	-218-



    	 



    

 


by the Senior Trust Advisor, in respect thereof, in accordance with the procedures set forth in
Section 6.07 for consulting with the Senior Trust 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 Mortgage 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, or (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Senior Trust Advisor, the Mortgage Loan Sellers,
the Trust Fund, 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.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Mortgage 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.


 


Notwithstanding
anything to the contrary herein, (i) the Directing Certificateholder (other than in its capacity as a Certificateholder and other
than with respect to an Excluded Loan) and the Senior Trust Advisor may only consult, to the extent it has consultation rights
pursuant to the terms of this Agreement, with the Special Servicer in connection with, or provide any consent to, any Asset Status
Report related to a Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is subject to an AB
Control Appraisal Period, and (ii) after the occurrence and during the continuance of a Control Event, the Special Servicer shall
consult with the Senior Trust Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset
Status Report and the Senior Trust Advisor shall propose, by written notice, alternative courses of action within ten (10) Business
Days following the later of: (i) receipt of each Asset Status Report or (ii) receipt of additional information reasonably requested
by the Senior Trust Advisor related thereto, only to the extent the Senior Trust Advisor 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. In addition, after the occurrence and during the continuance of a Control Event, but prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall also consult with the Directing Certificateholder in connection
with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Directing Certificateholder shall
be permitted to propose alternative courses of action within ten (10) Business Days of receipt of each Asset Status Report; provided
that the Directing Certificateholder shall have no consultation rights with respect to any Excluded Loan. The Special Servicer
shall consider any such proposals from the Senior Trust Advisor and/or the


 






    	-219-



    	 



    

 


Directing Certificateholder and determine whether any
changes to its proposed Asset Status Report should be made, such determination being made in accordance with the Servicing Standard
and the other terms of this Agreement. In the event that the Senior Trust Advisor or the Directing Certificateholder, as the case
may be, does not respond to the Special Servicer within ten (10) Business Days after receipt of such Asset Status Report, the
Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer; provided that such ten (10)
Business Day period shall not begin until the Senior Trust Advisor is furnished all additional information that it reasonably
requests from the Special Servicer in connection with the Senior Trust Advisor’s review of an 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 any matter set forth therein. After the occurrence and during the continuance of a Control
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 3.21.


 


(e)          (i)  Upon
receiving notice of the occurrence of the events described in clause (iv) or clause (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 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 Senior Trust 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 Event, no later than two (2) Business Days following the establishment of a Final
Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Final Asset Status Report with respect to an AB Mortgage 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 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


 






    	-220-



    	 



    

 


Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.15(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 Asset Status Report within twenty (20) Business Days of receipt of the initial draft
summary of the Asset Status Report, then the most recent draft summary of the Asset Status Report delivered by the Special Servicer
prior to such 20th Business Day shall be deemed to be the final summary of the 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 3.15(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 Senior Trust 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 such 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 3.15(b).


 


(g)          No
provision of this Section 3.21 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Senior Trust Advisor or a recommendation of the Senior Trust Advisor.


 


Section 3.22     Sub-Servicing
Agreements.  


 


(a)     The
Master Servicer and Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is
consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions
of this Agreement; (ii) provides that if the Master Servicer or Special Servicer, as applicable, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee
or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption,
obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof
under the circumstances described therein (subject to Section 3.22(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
Uncertificated Lower-Tier 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 Fund, the


 






    	-221-



    	 



    

 


Trustee, the Senior Trust 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 3.22(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 Fund; (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 shall assume any Sub-Servicing Agreements from the predecessor Master Servicer
or Special Servicer, as applicable (subject to Section 3.22(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 shall terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Mortgage 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 Mortgage Loans and continue
to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Mortgage 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


 






    	-222-



    	 



    

 


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 Senior Trust 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 Fund) 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 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 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 3.22, 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 


 






    	-223-



    	 



    

 


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 Fund 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 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 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.


 






    	-224-



    	 



    

 


Section 3.23     Representations,
Warranties and Covenants of the Master Servicer.


 


(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 and the Senior Trust Advisor,
as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


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


 


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


 






    	-225-



    	 



    

 


(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
representations and warranties set forth in subsection (a) above shall survive the execution and delivery of the Agreement.


 


Section 3.24     Representations,
Warranties and Covenants of the Special Servicer.  (a)  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 and the Senior Trust Advisor, as of the Closing Date, that:


 


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


 


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


 






    	-226-



    	 



    

 


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


 


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


 


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


 


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


 


(vii)        The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(b)          The
representations and warranties set forth in subsection (a) above shall survive the execution and delivery of the Agreement.


 






    	-227-



    	 



    

 


Section 3.25     Interest
Reserve Account.


 


(a)          On
the P&I Advance 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 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Interest Reserve Loans as of the Due Date occurring in the month preceding the month in
which such P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Monthly Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any consecutive February and January, the “Withheld Amounts”).


 


(b)          On
each P&I Advance 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 3.26     [Reserved.]



 


Section 3.27     Directing
Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer. Within
a reasonable time upon request from the Directing Certificateholder or the Senior Trust 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 Event, the Senior Trust 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 3.28     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 Senior Trust Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each
such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Senior
Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent
there is only one Controlling Class Certificateholder and it (or its Affiliate) is also the Special Servicer, it shall be the
Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder shall deliver a certification substantially in the form of Exhibit
P-1G to this Agreement. Upon the resignation


 






    	-228-



    	 



    

 


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 Senior Trust 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 Senior Trust 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 and the Senior Trust Advisor receives a 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 first 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 Senior Trust Advisor that it is the new Directing Certificateholder; provided that the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust 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 unless the parties hereto receive notice to the contrary within
thirty (30) days from the date the Initial Notice (as defined below) is delivered to the applicable party by the Certificate Administrator,
it being acknowledged that prior to the expiration of such 30-day period, the Master Servicer, the Certificate Administrator,
the Special Servicer, the Trustee and the Senior Trust Advisor shall proceed as if there is no Directing Certificateholder. Notwithstanding
the foregoing, Certificateholder(s) providing notice that it (or they) are the Holders of more than 50% of the aggregate Certificate
Principal Balance of the related Controlling Class shall have the right to select the Directing Certificateholder at any time
without regard to such 30-day period, and a Directing Certificateholder selected by the Holders of more than 50% of the aggregate
Certificate Principal Balance of the related Controlling Class shall be recognized as such immediately upon being selected in
accordance with this Agreement whether or not such 30-day period has expired. Upon receipt of such written assertion, the Certificate
Administrator shall deliver a notice (the “Initial Notice”) to all the Certificateholders via DTC of such assertion
(and a copy of such Initial Notice shall be simultaneously sent to each of the Master Servicer, the Special Servicer, the Trustee
and the Senior Trust Advisor) and so long as another party holding an equal or larger aggregate Certificate Balance of the Controlling
Class does not provide a written assertion within thirty (30) days from the date of delivery of the Initial Notice, the party
making the original assertion


 






    	-229-



    	 



    

 


shall become the Directing Certificateholder until replaced by another party pursuant to the terms
of this Agreement.


 


(c)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior
Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)          In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the
case may be.


 


(e)          Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Senior Trust 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. 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 Senior Trust
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, Torchlight Investors, LLC shall be the initial
Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust 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 


 






    	-230-



    	 



    

 


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.





 


(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 AB Mortgage Loan or a Serviced Whole Loan, as applicable.


 


(i)           Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Senior Trust 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
and this 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, 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 Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as
a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)
of the definition of Control Event and clause (ii) of the definition of Consultation Termination Event, such Control
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 exercise any of the rights of the
Controlling Class Certificateholder. No Non-Waiving Successor described above





 






    	-231-



    	 



    

 


shall have any consent rights with respect to any
Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the
Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such
Mortgage Loan becomes a Corrected Mortgage Loan.


 


(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 Senior Trust 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 Senior Trust Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control 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 Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking
into account the application of any Appraisal Reductions 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 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 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 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 Appraisal Reductions, 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 Appraisal Reductions.”


 


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 Event or a Consultation Termination Event, such “special notice” shall
state: “A Consultation Termination Event or a Control 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.”





 






    	-232-



    	 



    

 


Section 3.29     Intercreditor
Agreements.  (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole
Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of
the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict
between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent of or prior consultation with, as applicable, 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 or consult on 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 prior to the occurrence of
an AB Control Appraisal Period 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 3.28(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.


 






    	-233-



    	 



    

 


(c)          No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this
Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the 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 Senior Trust 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 Directing 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
Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Directing Certificateholder under this Agreement due to the occurrence of a Control 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 Directing 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 


 






    	-234-



    	 



    

 


course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and
delivery of all information relating thereto). Notwithstanding the consultation rights of the related 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 Monthly Payment without the consent of the Master Servicer.


 


(h)          With
respect to each Serviced Pari Passu 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.


 


Section 3.30     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 “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 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 (which may also be through direct communication). The circumstances described in the preceding sentence
are referred to in this Agreement as a “RAC No-Response Scenario”. Once the Requesting Party has sent a request
for a Rating Agency Confirmation to the 17g-5 Information Provider, such 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 12.10(d).


 






    	-235-



    	 



    

 


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 or Intercreditor Agreement requiring such Rating Agency Confirmation or with respect to any other matter under this
Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement
to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such
Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer
or the Special Servicer, as applicable, confirms its original determination (made prior to making such request) that taking the
action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard,
and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply
(as if such requirement did not exist) if (i) as certified in writing by the replacement master servicer or special servicer,
as applicable, it has been appointed as a master servicer or special servicer on a transaction rated by Moody’s that currently
has securities outstanding, and 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 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) DBRS 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
DBRS is the non-responding Rating Agency or (iii) 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.


 


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 3.15(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.30(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 3.15(c).


 






    	-236-



    	 



    

 


(b)          Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any Mortgage Loan document relating
to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or
substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master
Servicer or Special Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.30(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 3.30(a) above, the applicable Requesting Party
shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.31     The
Senior Trust Advisor. (a)  The Senior Trust 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 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 Senior Trust Advisor by the Special Servicer.


 


(b)          The
Senior Trust Advisor and its Affiliates will be obligated to keep confidential any 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 Senior Trust 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 Event, based on the Senior Trust Advisor’s review of any assessment
of compliance report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the
Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information), the Senior Trust Advisor shall
(if any Mortgage Loans were Specially Serviced Mortgage 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
Event was continuing as of December 31, an annual report (the “Senior Trust 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 Senior
Trust 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 Senior Trust Advisor Annual Report contravene any provision of this Agreement), setting forth
the Senior Trust 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 liquidation of Specially Serviced
Mortgage Loans that the Special Servicer is responsible for servicing under this Agreement; provided, however, that
in the event the Special 





 






    	-237-



    	 



    

 


Servicer is replaced, the Senior Trust Advisor Annual Report shall only relate to the special servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Senior Trust Advisor Annual Report; provided, further, however, that the Senior Trust Advisor
shall prepare a separate Senior Trust Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special
Servicer Loan(s) serviced by such Excluded Special Servicer. Notwithstanding the foregoing, with respect to any Serviced AB Whole
Loan, no Senior Trust 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 3.31(d)
hereof, each such Senior Trust 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 Mortgage 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 Senior Trust
Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Senior Trust Advisor
Annual Report on the Certificate Administrator’s Website in accordance with Section 3.15(b)) and the 17g-5 Information
Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website
in accordance with Section 3.15(c)); provided, however, that the Special Servicer shall be given an
opportunity to review the Senior Trust Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate
Administrator and the 17g-5 Information Provider, it being understood that the Special Servicer shall only be entitled to review
the Senior Trust Advisor Annual Report for Specially Serviced Mortgage Loans that such Special Servicer is responsible for servicing,
even if such Senior Trust Advisor Annual Report contains Excluded Special Servicer Information. The Senior Trust Advisor shall
have no obligation to adopt any comments to the Senior Trust Advisor Annual Report that are provided by the Special Servicer.
Only as used in this Section 3.31 in connection with the Senior Trust 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 liquidation
of Specially Serviced Mortgage 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 Senior Trust Advisor of any assessment of compliance report, attestation report, Asset Status Report and other information
delivered to the Senior Trust 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 Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust 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 Senior
Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations
or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy
and completeness of any information it is provided without liability for any 


 






    	-238-



    	 



    

 


such
reliance hereunder. In the event a lack of access to Privileged Information limits or prohibits the Senior Trust Advisor from
performing its duties under this Agreement, the Senior Trust Advisor shall set forth any such limitations or prohibitions in the
related Senior Trust Advisor Annual Report, and the Senior Trust Advisor shall not be subject to any liability arising from its
lack of access to Privileged Information.


 


(d)          Prior
to the occurrence and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and
continuance of both a Control Event and a related AB Control Appraisal Period), the Special Servicer will forward any Appraisal
Reduction and 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 Mortgage Loan to the Senior Trust Advisor after such calculations
have been finalized. The Senior Trust Advisor shall review such calculations but shall not opine on or take any affirmative action
with respect to such Appraisal Reduction calculations and/or net present value calculations.


 


(e)          (i)  After
the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence
and during the continuance of both a Control 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 Reductions 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 Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications),
to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations,
and the Senior Trust 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 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations
of the Appraisal Reduction (as calculated by the Special 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 Senior Trust Advisor and Special Servicer shall consult
with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by the Special Servicer necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Senior Trust Advisor and Special Servicer are not
able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor
shall promptly notify the


 






    	-239-



    	 



    

 


Certificate
Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply.


 


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


 


(f)           The
Senior Trust Advisor and its Affiliates shall keep all 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 Senior Trust Advisor shall not, without the prior written
consent of the Special Servicer, disclose any 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 Senior Trust Advisor, the Certificate
Administrator, the Special Servicer, the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior
Trust Advisor shall be permitted to share Privileged Information with its affiliates and any subcontractors of the Senior Trust
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Senior Trust Advisor.


 


(g)          Subject
to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of
Privileged Information), the Senior Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.08(a).


 


(h)          As
compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee
on each Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage
Loan but not any Companion Loan) and each REO Loan (other than the portion of an REO Loan related to any Serviced Companion Loan).
As to each Mortgage Loan and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust 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
Senior Trust Advisor shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a)
and/or 6.03(b) hereof, such amounts 


 






    	-240-



    	 



    

 


to
be reimbursed from amounts on deposit in the Certificate Account as provided by Section 3.05(a). Each successor
senior trust advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In
addition, the Senior Trust Advisor Consulting Fee shall be payable to the Senior Trust Advisor with respect to each Major Decision
for which the Senior Trust Advisor has consultation obligations hereunder. The Senior Trust Advisor Consulting Fee shall be payable
from funds on deposit in the Certificate Account as provided in Section 3.05(a)(ii) of this Agreement, but only to
the extent such Senior Trust Advisor Consulting Fee is actually received from the related Mortgagor. When the Senior Trust Advisor
has consultation obligations with 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 Senior
Trust 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. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount
of any Senior Trust 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 Senior Trust 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 Senior Trust
Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Senior Trust Advisor will have no obligations
or consultation rights with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to any
Serviced AB Mortgage Loan, prior to the occurrence and continuance of (1) an AB Control Appraisal Period and (2) a Control Event;
provided further, that the Senior Trust Advisor shall not be entitled to a Senior Trust Advisor Consulting Fee with
respect to any Non-Serviced Whole Loan.


 


(i)           After
the occurrence of a Consultation Termination Event, the Senior Trust 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 and the Class D Certificates (taking into account the application of Appraisal Reductions to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reductions are allocable) requesting a vote to replace the Senior Trust
Advisor with a replacement Senior Trust Advisor selected by such Certificateholders (provided that the proposed replacement
Senior Trust Advisor meets the criteria set forth in Section 3.31(k)), (ii) payment by such requesting Holders
to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders
and will not constitute an additional Trust Fund expense). 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 3.15(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such
regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate Balance of all Classes of Principal
Balance Certificates and the Class D Certificates (taking into account the application of Appraisal


 






    	-241-



    	 



    

 





Reductions to notionally reduce
the Certificate Balances of Classes to which such Appraisal Reductions are allocable), the Trustee shall immediately replace the
Senior Trust Advisor with the replacement Senior Trust Advisor.


 


(j)           In
the event that the Senior Trust Advisor fails to duly observe or perform in any material respect any of its duties, covenants
or obligations under this Agreement, then the Trustee may, and upon the written direction of Certificateholders representing at
least 51% of the Voting Rights (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate
Balance of the Classes of Certificates), the Trustee shall terminate the Senior Trust Advisor for cause. In the event (i) (A) 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 Senior Trust Advisor and
such decree or order shall have remained in force, undischarged, undismissed or unstayed for a period of sixty (60) days, (B) the
Senior Trust Advisor 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
Senior Trust Advisor or of or relating to all or substantially all of its property, or (C) the Senior Trust Advisor 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 (ii) the Senior Trust Advisor acknowledges
in writing that such party’s duties hereunder are no longer permissible under applicable law and provides an Opinion of
Counsel to such effect to the Trustee, then the Trustee shall terminate the Senior Trust Advisor for cause. Upon the termination
of the Senior Trust Advisor, a replacement Senior Trust Advisor satisfying the conditions for such replacement in Section 3.31(k)
below shall be selected by the Certificate Administrator. The Certificate Administrator may rely on a certification by the
replacement Senior Trust Advisor that it meets such criteria. If the Certificate Administrator is unable to find a replacement
Senior Trust Advisor within thirty (30) days of the termination of the Senior Trust Advisor, the Depositor shall be permitted
to find a replacement. Unless and until a replacement Senior Trust Advisor is appointed, no party shall act as the Senior Trust
Advisor and the provisions relating to consultation with respect to the Senior Trust Advisor shall not be applicable until a replacement
Senior Trust Advisor is appointed hereunder.


 


(k)          Any
replacement Senior Trust Advisor shall (or all of the personnel responsible for supervising the obligations of the Senior Trust
Advisor shall) meet either of the following criteria: (A) (i) be regularly engaged in the business of analyzing and advising
clients in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis
and loss projections, and (ii) have 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, or (B) be an institution that is a special
servicer, senior trust advisor or Senior Trust Advisor on a commercial mortgage-backed securities transaction rated by S&P,
Fitch, Moody’s, Morningstar, KBRA or DBRS (including, in the case of Pentalpha Surveillance LLC, this transaction) but has
not been special servicer or senior trust 


 






    	-242-



    	 



    

 


advisor on a transaction for which any Rating Agency 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 senior trust advisor as the sole or a material factor in such rating action.


 


(l)           Prior
to the occurrence and continuance of a Control 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 Senior Trust Advisor appointed pursuant
to this Section 3.31.


 


(m)         The
Senior Trust 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 and the Directing
Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment by, a successor
senior trust advisor meeting the eligibility requirements set forth in Section 3.31(k) and receipt by the Trustee
of Rating Agency Confirmation from each Rating Agency. No such resignation by the Senior Trust Advisor shall become effective
until the replacement Senior Trust Advisor shall have assumed the resigning Senior Trust Advisor’s responsibilities and
obligations. The resigning Senior Trust 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 3.31.


 


(n)          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 Senior Trust Advisor shall terminate without payment of any termination fee (other
than any 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 3.31(n), no successor senior trust advisor shall be appointed. Upon receipt of written notice
of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Senior Trust Advisor with prompt notice upon
its termination pursuant to this Section 3.31(n).


 


(o)          In
the event the Senior Trust Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Senior Trust Advisor Fees and Senior Trust Advisor Consulting Fees and reimbursement of accrued and unpaid Senior Trust
Advisor Expenses pursuant to Section 3.31(h) and shall also remain entitled to any rights of indemnification provided
hereunder.


 


(p)          The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.03, the Senior Trust Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Senior Trust Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Senior Trust 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 Senior Trust Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 






    	-243-



    	 



    

 


(q)          The
Senior Trust 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 Senior Trust Advisor
or (ii) investments by an Affiliate of the Senior Trust Advisor if the Senior Trust Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Senior Trust 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 Fund and the Senior Trust Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


Section 3.32     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 3.32 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 3.33      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, 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.


 






    	-244-



    	 



    

 


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, reports or other 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(s) under the Other Pooling and Servicing Agreement and to any other party to the extent required under the
related Intercreditor Agreement.


 


Section 3.34      Certain
Matters Relating to the Non-Serviced Mortgage Loan.   (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 Pooling Agreement, 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 the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Master Servicer (if it receives such notices or materials and it is not evident that
a copy has been delivered to the Special Servicer) or the Special Servicer (in all other cases) shall, prior to the occurrence
and continuance of a Control Event, forward such materials to the Special Servicer (if it is the Master Servicer delivering such
notices or materials) and 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 Event) waive any timing
or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 






    	-245-



    	 



    







 


(e)         With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
Event, or the Senior Trust Advisor, following the occurrence and during the continuance of a Control 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.


 


Section 3.35     Delivery
of Excluded Information to the Certificate Administrator.


 






(a)         Any
Excluded Information that the Master Servicer, the Special Servicer or the Senior Trust 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 3.35(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 3.35(a) shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.15.
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 Senior Trust Advisor shall have any
obligations to separately label and deliver any Excluded Information in accordance with this Section 3.35(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.


 


(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 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 Distribution Amount for such Distribution Date, the
Certificate Administrator shall be


 


    	-246-



    	 



    

 


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(b) with respect to each Class of
Uncertificated Lower-Tier Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making
any distribution with respect to any succeeding priority:


 


(i)           first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class
X-C Certificates and the Class X-D Certificates, pro rata (based upon their respective entitlements to interest for such
Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such
Classes of Certificates for such Distribution Date;


 


(ii)         second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 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-3 Certificates, in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3) above have
been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates 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 Balance of the Class A-4 Certificates has 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-3,
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-3, Class A-4 and Class A-SB Certificates is reduced to zero;


 


    	-247-



    	 



    

 


(iii)         third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates and the Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed Collateral Support
Deficit allocated to each such Class), until all amounts of Collateral Support Deficit previously allocated to such Classes, but
not previously reimbursed, have been reimbursed in full;


 


(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;


 


(v)          fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, the
Class A-4 Certificates 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, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4 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, until all amounts of Collateral Support Deficit previously allocated to the Class
A-S Certificates, but not previously reimbursed, have been reimbursed in full;


 


(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, 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, until all amounts of Collateral Support Deficit previously
allocated to the Class B Certificates, but not previously reimbursed, have been reimbursed in full;


 


(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 Class B Certificates have been reduced to zero, to the Holders of
the Class C Certificates, in reduction of the Certificate Balance thereof, 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 has been reduced to zero;


 


    	-248-



    	 



    

 


(xii)        twelfth,
to the Holders of the Class C Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
C Certificates, but not previously reimbursed, have been reimbursed in full;


 


(xiii)       thirteenth,
to the Holders of the Class D-1 Certificates (and, with respect to exchanged portions of the Class D-1 Certificates, passed
through to the Class D Distribution Account for distribution to 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;


 


(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-1 Certificates (and, with respect to exchanged portions of the Class D-1 Certificates,
passed through to the Class D Distribution Account for distribution to the Class D Certificates), in reduction of the Certificate
Balance thereof, 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-1 Certificates has been reduced to zero (and, with respect to exchanged
portions of the Class D-1 Certificates, such passed through amounts shall reduce the outstanding Certificate Balance of the
Class D Certificates until reduced to zero);


 


(xv)         fifteenth,
to the Holders of the Class D-1 Certificates (and, with respect to exchanged portions of the Class D-1 Certificates, passed
through to the Class D Distribution Account for distribution to the Class D Certificates), until all amounts of Collateral
Support Deficit previously allocated to the Class D-1 Certificates (and, with respect to exchanged portions of the Class D-1
Certificates, passed through to the Class D Certificates), but not previously reimbursed, have been reimbursed in full;


 


(xvi)       sixteenth,
to the Holders of the Class D-2 Certificates (and, with respect to exchanged portions of the Class D-2 Certificates, passed
through to the Class D Distribution Account for distribution to 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;


 


(xvii)     seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and
Class D-1 Certificates (including any portion that has been exchanged and converted to Class D Certificates) have been
reduced to zero, to the Holders of the Class D-2 Certificates (and, with respect to exchanged portions of the Class D-2
Certificates, passed through to the Class D Distribution Account for distribution to the Class D Certificates), in
reduction of the Certificate Balance thereof, 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-1 (including any portion that has been exchanged and converted to Class D Certificates) Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class D-2 Certificates has been reduced to zero
(and, with respect to exchanged portions of the Class D-2 Certificates,


 


    	-249-



    	 



    

 


such passed through amounts shall reduce the
outstanding Certificate Balance of the Class D Certificates until reduced to zero);


 


(xviii)     eighteenth,
to the Holders of the Class D-2 Certificates (and, with respect to exchanged portions of the Class D-2 Certificates, passed
through to the Class D Distribution Account for distribution to the Class D Certificates), until all amounts of Collateral
Support Deficit previously allocated to the Class D-2 Certificates (and, with respect to exchanged portions of the Class D-2
Certificates, passed through to the Class D Certificates), but not previously reimbursed, have been reimbursed in full;


 


(xix)       nineteenth,
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;


 


(xx)        twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D-1
Certificates and Class D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the Class D Certificates)
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, 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-1 Certificates and Class D-2 Certificates (and, if
any exchange for the Class D Certificates has occurred, the Class D Certificates) on such Distribution Date), until the outstanding
Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xxi)       twenty-first,
to the Holders of the Class E Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class E
Certificates, but not previously reimbursed, have been reimbursed in full;


 


(xxii)      twenty-second,
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;


 


(xxiii)     twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D-1
Certificates, Class D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the Class D Certificates)
and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate
Balance thereof, 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-1 Certificates, Class
D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the 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;


 


    	-250-



    	 



    

 


(xxiv)     twenty-fourth,
to the Holders of the Class F Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
F Certificates, but not previously reimbursed, have been reimbursed in full;


 


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


 


(xxvi)     twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D-1
Certificates, Class D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the Class D Certificates),
Class E Certificates, Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in
reduction of the Certificate Balance thereof, 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-1 Certificates, Class D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the Class D Certificates),
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
G Certificates has been reduced to zero;


 


(xxvii)    twenty-seventh,
to the Holders of the Class G Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
G Certificates, but not previously reimbursed, have been reimbursed in full;


 


(xxviii)   twenty-eighth,
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;


 


(xxix)      twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D-1 Certificates,
Class D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the Class D Certificates), Class E Certificates,
Class F Certificates and Class G Certificates have been reduced to zero, to the Holders of the Class NR Certificates, in reduction
of the Certificate Balance thereof, 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-1 Certificates,
Class D-2 Certificates (and, if any exchange for the Class D Certificates has occurred, the Class D Certificates), Class E Certificates,
Class F Certificates and Class G Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
NR Certificates has been reduced to zero;


 


(xxx)   
  thirtieth, to the Holders of the Class NR Certificates, until all amounts of Collateral Support
Deficit previously allocated to the Class NR Certificates, but not previously reimbursed, have been reimbursed in full;
and


 


    	-251-



    	 



    

 


(xxxi)      thirty-first,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Distribution
Amount 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 Monthly Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Distribution Amount 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)         On
each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Collateral Support Deficit in an amount equal to the amount of principal or reimbursement of Collateral Support
Deficit actually distributable to the Holders of the respective Related Certificates (including any portion passed through to the
related component of Class D Certificates) as provided in Sections 4.01(a), 4.01(c), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests is equal to the Certificate
Balance of the Class of Related Certificates (without regard to any exchange and conversion of the Exchangeable Certificates for
Class D Certificates). On each Distribution Date, each Uncertificated Lower-Tier 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 (including
any portion passed through to the related component of Class D Certificates) plus a pro rata portion of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LASB and
Class LAS Uncertificated Lower-Tier Interests, the Class X-A Certificates, (ii) in the case of the Class LB
Uncertificated Interest, the Class X-B Certificates, (iii) in the case of the Class LC Uncertificated Interest,
the Class X-C Certificates and (iv) in the case of the Class LD1 and Class LD2 Uncertificated Interests, the Class X-D
Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over
the Pass-Through Rate of the Related Certificates (without regard to any exchange and conversion of the Exchangeable Certificates
for Class D Certificates) and a notional amount equal to its related Lower-Tier Principal Amount (without regard to any exchange
and conversion of the Exchangeable Certificates for Class D Certificates), 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 Uncertificated Lower-Tier Interest shall equal the Certificate Balance of the Related Certificates with respect
thereto (without


 


    	-252-



    	 



    

 


regard to any exchange and conversion of the Exchangeable Certificates for Class D Certificates), as adjusted
for the allocation of Collateral Support Deficits, as provided in Section 4.04(b) and 4.04(c), of Certificate
Deferred Interest as provided in Section 4.06. The initial principal balance of each Uncertificated Lower-Tier Interest
shall equal the respective Original Lower-Tier Principal Amount. The pass through rate with respect to each Uncertificated Lower-Tier
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,
distribution of $100 to the beneficial owner of the Class X-C Certificates on the first Distribution Date pursuant to Section
4.01(e) and distribution of Yield Maintenance Charges pursuant to Section 4.01(d)(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
Distribution Amount for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(c)         On
and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates (and, if any exchange for the
Class D Certificates has occurred, the Class D Certificates) have all been reduced to zero, any amounts representing reimbursements
of Collateral Support Deficits previously allocated to such Classes, if available, will be distributed to the Senior Certificates
pro rata based on their respective Certificate Balances as principal until the Certificate Balance of each Senior Certificate
is reduced to zero.


 


(d)         (i) On
each Distribution Date, Yield Maintenance Charges payable with respect to the Mortgage Loans calculated by reference to a U.S.
treasury rate collected during the related Due Period will be distributed by the Certificate Administrator to the Holders
of each Class of Regular Certificates (excluding the Class E, Class F, Class G and Class NR Certificates) in the following manner:
(1) pro rata, among (w) the Certificates in YM Group A, (x) the Certificates in YM Group B, (y)
the Certificates in YM Group C and (z) the Certificates in YM Group D, based upon the aggregate of principal distributed to the
Classes of Principal Balance Certificates in each such YM Group on such Distribution Date (calculated without giving effect to
any exchange and conversion of Class D-1 and Class D-2 Certificates for Class D Certificates), and (2) as 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 will be entitled to receive on each Distribution Date an amount of Yield Maintenance Charges payable
with respect to the Mortgage Loans 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 of Certificates on such Distribution Date and whose denominator
is the total amount of principal distributed to all of the Regular Certificates in that YM Group representing principal payments
in respect of the Mortgage Loans on such Distribution Date (in each case, calculated without giving effect to any exchange and
conversion of Exchangeable Certificates for Class D Certificates), (b) the Base Interest Fraction for the related Principal
Prepayment and such Class of Regular Certificates, and (c) the Yield Maintenance Charges payable with respect to the Mortgage
Loans collected during the related Due Period and allocated to such YM Group (in each case, without giving effect to any exchange
and conversion of the Exchangeable Certificates for Class D Certificates); provided, however, that in the case
of any exchange and conversion of portions of Exchangeable Certificates, amounts that would


 


    	-253-



    	 



    

 


otherwise have been distributable to
such exchanged Exchangeable Certificate had they not been exchanged shall be distributed to the Class D Certificates, and
(B) any Yield Maintenance Charges payable with respect to the Mortgage Loans allocated to such YM Group collected during the
related Due Period remaining after such distributions will be distributed (W) in the case of amounts distributable to YM Group
A, to the Class X-A Certificates, (X) in the case of amounts distributable to YM Group B, to the Class X-B Certificates, (Y) in
the case of amounts distributable to YM Group C, to the Class X-C Certificates and (Z) in the case of amounts distributable to
YM Group D, to the Class X-D Certificates. If there is more than one such Class of Certificates entitled to distributions of principal
on any particular Distribution Date on which Yield Maintenance Charges payable with respect to the Mortgage Loans are distributable,
the aggregate amount of such Yield Maintenance Charges payable with respect to the Mortgage Loans 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.


 


(ii)         No
Yield Maintenance Charge shall be distributed to the Holders of the Class E Certificates, Class F Certificates, Class G
Certificates, Class NR Certificates, Class R Certificates or Class Z Certificates. After the Certificate Balances
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-SB
Certificates, Class A-S Certificates, Class B Certificates, Class C Certificates, Class D-1 Certificates and
Class D-2 Certificates have been reduced to zero (without regard to any exchange and conversion of Exchangeable Certificates for
Class D Certificates), all Yield Maintenance Charges 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 made in respect of the respective Classes of Regular Certificates (including any portion
passed through to the related component of Class D Certificates) on each Distribution Date pursuant to Section 4.01(d)(i)
shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Uncertificated
Lower-Tier Interests, pro rata based upon the amount of principal distributed in respect of each such Class of Uncertificated
Lower-Tier Interests for such Distribution Date pursuant to Section 4.01(b) above.


 


(e)         On
the first Distribution Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier REMIC Distribution Account
and distribute $100 to the Class X-C Certificates. Such distribution shall be deemed a payment of principal on the principal balance
of the REMIC regular interest represented by the Class X-C Certificates (such principal balance being $100) for federal income
tax purposes.


 


(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 Uncertificated
Lower-Tier Interests) up to an amount equal to all Collateral Support Deficits, if any, previously deemed allocated to them and
unreimbursed after application of the Available Distribution Amount for such Distribution Date.


 


    	-254-



    	 



    

 


Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Collateral Support Deficits with respect to the Principal
Balance Certificates and related Collateral Support Deficits in each case allocable to the Regular Certificates. Upon termination
of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders
from the Lower-Tier REMIC in respect of the Class LR Interest. Amounts payable pursuant to this Section 4.01(f)
to the Exchangeable Certificates that have been exchanged and converted to Class D Certificates shall be paid to the Holders
of such Class D Certificates.


 


(g)         All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit 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 Collateral
Support Deficit 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 3.15(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


 


    	-255-



    	 



    

 


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 applicable laws. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(h).


 


(i)          Distributions
in reimbursement of Collateral Support Deficit previously allocated to the Regular Certificates shall be made in the amounts and
manner specified in Section 4.01(a) or Section 4.01(c), 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 Collateral Support Deficit 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 wire transfer (pursuant to the wiring instructions on file) or 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 12.05
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 Due Period with respect to the Mortgage Loans shall be
distributed solely to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest
shall not be available to pay any other amounts except for distributions on Class Z Certificates set forth in the prior sentence.


 


    	-256-



    	 



    

 


(k)          On
the related Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loans, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for such 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 Loan Distribution Account not required
to be deposited therein;


 


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


 


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


 


(iv)   
    to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


(l)          If
an exchange and conversion of Exchangeable Certificates for Class D Certificates in accordance with Section 5.09
of this Agreement has occurred, the Certificate Administrator shall distribute to the Holders of the Class D Certificates
received in such exchange and conversion from the Class D Distribution Account on each Distribution Date pursuant to Section 3.05(e),
distributions equal to the aggregate amount of Interest Distribution Amounts, Accrued Interest From Recoveries, Principal Distribution
Amounts, Yield Maintenance Charges, reimbursements of Collateral Support Deficits and other amounts that would otherwise be distributable
to the Exchangeable Certificates that were exchanged and converted for such Class D Certificates. Such amounts shall first
be deemed distributed from the Upper-Tier REMIC Distribution Account to the Class D Distribution Account pursuant to Section 3.05(d).
In addition, the Class D Certificates received in such exchange and conversion will be allocated the aggregate amount of Collateral
Support Deficits, Prepayment Interest Shortfalls and other interest shortfalls (including those resulting from Appraisal Reduction


 


    	-257-



    	 



    

 


Events) that would otherwise be allocated to the Exchangeable Certificates that were exchanged and converted for such Class D
Certificates, without duplication.


 


Section 4.02     Statements
to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney.  (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.15(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 “Statement to Certificateholders”) 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 amount of the distribution on such Distribution Date to the Holders of each Class of Certificates
allocable to Distributable Certificate Interest;


 


(iii) 
       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 P&I Advance Date;


 


(iv)  
     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 Senior Trust Advisor
and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Due Period for such Determination Date together with detailed calculations of servicing compensation paid to
the Master Servicer and the Special Servicer;


 


(v)         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;


 


(vi)   
    the aggregate amount of unscheduled payments received;


 


(vii)       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 Due Period for such Distribution
Date;


 


(viii)      the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (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;


 


    	-258-



    	 



    

 


(ix)         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;


 


(x)          the
Available Distribution Amount;


 


(xi)         the
Accrued Certificate Interest, in respect of such Class of Certificates for such Distribution Date, separately identifying any Certificate
Deferred Interest for such Distribution Date allocated to such Class of Certificates;


 


(xii)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield Maintenance
Charges, (B) (in the case of the Class Z Certificates), Excess Interest and (C) prepayment premiums;


 


(xiii)       the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiv)      the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution
Date, with respect to the pool of Mortgage Loans;


 


(xv)        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 Collateral Support Deficit,
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Collateral Support Deficits,
in respect of the Principal Balance Certificates to date and, with respect to the Class D Certificates, the portion of such amounts
allocated to the Class D-1 and Class D-2 Certificates converted in an exchange for such Class D Certificates;


 


(xvi)       the
Certificate Factor for each Class of Certificates (other than the Class R and Class Z Certificates) immediately following
such Distribution Date;


 


(xvii)
     the amount of any Appraisal Reductions 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 effected in connection with such Distribution Date, together with a
detailed worksheet showing the calculation of each Appraisal Reduction on a current and cumulative basis;


 


(xviii)     the
current Controlling Class;


 


(xix)       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;


 


    	-259-



    	 



    

 


(xx)   
    the amount of any remaining Class Unpaid Interest Shortfall for such Class and as of such Distribution Date;


 


(xxi)       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;


 


(xxii)      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);


 


(xxiii)     all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxiv)     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) and 4.01(f);


 


(xxv)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Collateral Support Deficit;


 


(xxvi)     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;


 


(xxvii)    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 Collateral Support Deficit allocated to the Principal Balance Certificates in
connection with such Liquidation Event and, with respect to the Class D Certificates, the portion of such amounts allocated
to the Class D-1 and Class D-2 Certificates converted in an exchange for such Class D Certificates;


 


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


 


    	-260-



    	 



    

 


Certificates, the portion of such amounts allocated
to the Class D-1 and Class D-2 Certificates converted in an exchange for such Class D Certificates;


 


(xxix)     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;


 


(xxx)      the
aggregate amount of interest on Servicing Advances (including with respect to any Serviced Whole Loan, the Trust Fund’s interest
therein) 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);


 


(xxxi)     the
then-current credit support levels for each Class of Certificates;


 


(xxxii)    the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans collected since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


 


(xxxiii)   a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxiv)   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;


 


(xxxv)    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


 


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


 


In the case of information
furnished pursuant to clauses (i), (ii), (xi), (xii), (xv), (xx), (xxiv),
(xxv) and (xxxvi) above, (i) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate and (ii) the Class D Certificates shall receive such information with respect
to such clauses allocable to the Class D-1 and Class D-2 Certificates exchanged therefor.


 


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
(ii) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which such
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or


 


    	-261-



    	 



    

 


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.


 


(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 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 3.15 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 or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, 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 3.15
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 Mortgage 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 Statement
to Certificateholders required by Section 4.02(a) and allocating Collateral Support Deficit to the Certificates in
accordance with Section 4.04.


 


    	-262-



    	 



    

 


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 Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s
or Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and such information
is in the Master Servicer’s or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable,
shall provide or make available (or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded
Controlling Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account
of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling
Class Holder is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may
require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling
Class Certificateholder, will keep such Excluded Information


 


    	-263-



    	 



    

 


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 P&I Advance
Date, the Master Servicer shall either (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 Certificate 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 clauses (i) and (ii), aggregating the total amount of P&I Advances to be made.
Any amounts held in the Certificate 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 Certificate Account on or before the next succeeding P&I Advance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which
such 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 P&I Advance 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 P&I Advance 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 Certificate 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 the aggregate of: (i) the Monthly Payments
(net of related Servicing Fees) other than Balloon Payments, that were due on the Mortgage Loans (including the Non-Serviced Mortgage
Loan) and any REO Loan (excluding any portion allocable to any related Companion Loan, if applicable) during the related Due Period
and delinquent as of the


 


    	-264-



    	 



    

 


close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any
Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan as to which the related Balloon
Payment was due during or prior to the related Due Period and was delinquent as of the end of the related Due Period (including
any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the 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 Pooling Agreement 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 Pooling Agreement with respect to a Non-Serviced
Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced Pooling Agreement 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


 


    	-265-



    	 



    

 


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 Certificate 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 Certificate Account (but in no event from any funds allocable to a Serviced Companion Loan (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect
to a Mortgage Loan until after the related Due Date has passed and any applicable grace period has expired or (ii) if the
related Monthly Payment is received after the Determination Date but on or prior to the related P&I Advance 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 3.19
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Certificate 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 Payment or any P&I Advance with respect to any
Companion Loan and (ii) if an Appraisal Reduction has been made with respect to any Mortgage Loan (or, in the case of a Non-Serviced
Whole Loan, an Appraisal Reduction has been made in accordance with the related Non-Serviced Pooling Agreement and the Master Servicer
has notice of such Appraisal Reduction) 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 (or, in the case of a Serviced Whole Loan,
the portion of such Appraisal Reduction 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 Monthly 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 Collateral Support Deficit.  (a)  On each Distribution Date, immediately following
the distributions to be made on such date pursuant to Section 4.01 and the allocation of Certificate Deferred
Interest pursuant to Section 4.06, the Certificate Administrator shall calculate the amount, if any, by which
(i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to


 


    	-266-



    	 



    

 


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 (in each case, 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 (for the avoidance of doubt, without regard to any
exchange and conversion of the Exchangeable Certificates for Class D Certificates) after giving effect to distributions of
principal on such Distribution Date and the allocation of Certificate Deferred Interest pursuant to Section 4.06
(any such deficit, the “Collateral Support Deficit”). Any allocation of Collateral Support Deficit to a
Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any
Collateral Support Deficit 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 Collateral Support
Deficit shall constitute an allocation of losses and other shortfalls experienced by the Trust Fund. Reimbursement of
previously allocated Collateral Support Deficit 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 Collateral Support Deficit, in sequential order, in each case up to the amount of the unreimbursed Collateral
Support Deficit allocated to such Class of Principal Balance 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 Collateral Support Deficit, 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 G Certificates,
third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D-2 Certificates,
without regard to the exchange and conversion of the Exchangeable Certificates for Class D Certificates, sixth, to the Class
D-1 Certificates, without regard to the exchange and conversion of the Exchangeable Certificates for Class D Certificates, seventh,
to the Class C Certificates, eighth, to the Class B Certificates, ninth, to the Class A-S Certificates, and then,
pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4 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 Collateral Support Deficit 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 Uncertificated Lower-Tier Interest with respect thereto as a write-off.


 


(d)         With
respect to each Class of Exchangeable Certificates and the Class D Certificates, for purposes of determining allocations and
distributions under Section 4.01(a) of


 


    	-267-



    	 



    

 


this Agreement as between the Exchangeable Certificates and the Class D
Certificates and this Section 4.04, all allocations of Collateral Support Deficit to each Class of Exchangeable Certificates
for any Distribution Date shall be determined without regard to any exchange of such Exchangeable Certificates for Class D
Certificates; provided, however, that all amounts of Collateral Support Deficit that would otherwise be allocable
to Exchangeable Certificates that have been exchanged for Class D Certificates shall be allocated to such Class D Certificates,
without duplication.


 


Section 4.05     Appraisal
Reductions.  (a)  For purposes of (x) determining the Controlling Class (and whether a Control 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 Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced Whole Loan, to the extent
allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than the Class X,
Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate Balances
(without giving effect to any exchange of the Exchangeable Certificates for Class D Certificates) until the Certificate
Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second, to the Class
G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the
Class D-2 Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class D Certificates), sixth,
to the Class D-1 Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class D
Certificates), seventh, to the Class C Certificates, eighth, to the Class B Certificates, and ninth, to
the Class A-S Certificates. Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate
Administrator of the amount of any Appraisal Reduction with respect to each Mortgage Loan (which notification may be
satisfied through delivery of such information included in the CREFC® Loan Periodic Update File or the CREFC®
Appraisal Reduction 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 3.28(m).


 


(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 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 (such
Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable efforts to ensure that such
second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure
that such Appraisal is 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


 


    	-268-



    	 



    

 


Appraisal
Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction based on such supplemental
appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class (or reinstated
as if an AB Control Appraisal Period were not in existence, as applicable) 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.
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 is warranted or (B) the Special Servicer recalculates the Appraisal
Reduction 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.


 


(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 Mortgage Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related 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 Senior Trust Advisor and ((i) prior to the occurrence
of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder. Based
upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and
receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal
Reduction that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special
Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee,
the Senior Trust 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 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 Template format; provided, however,
that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master
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 


 


    	-269-



    	 



    

 


Mortgage Loan is a Specially
Serviced Mortgage 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 Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such
redetermined Appraisal Reduction shall replace the prior Appraisal Reduction 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 (or, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder
of the related AB Subordinate Companion Loan, to the extent required under the related Intercreditor Agreement) with respect
to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction. 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, the related Companion Loan or Serviced Whole Loan as to
which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted
such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged
Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead, the
Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction with
respect to such Mortgage Loan, related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is
not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such
Appraisal or valuation.


 


The Master
Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required
to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such information,
within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation
of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve
the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four
(4) Business Days following the Special Servicer’s reasonable request.


 


(d)         Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable,
previously subject to an Appraisal Reduction, which has become a Corrected Mortgage 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. Any Appraisal Reduction 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 Pooling Agreement.


 


    	-270-



    	 



    

 


(e)         Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to
the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of a Serviced
AB Whole Loan shall 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 the principal balance
thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal
Reduction 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 outstanding principal balances.


 


Section 4.06     Certificate
Deferred Interest.  (a)  On each Distribution Date, the amount of interest distributable to a Class of Regular Certificates
(other than the Class X Certificates) shall be reduced by an amount equal to the amount of Mortgage Deferred Interest for
all Mortgage Loans for the Due Dates occurring in the related Due Period allocated to such Class of Certificates, such Mortgage
Deferred Interest to be allocated first, to the Class NR Certificates, second, to the Class G Certificates
third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D-2
Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class D Certificates), sixth,
to the Class D-1 Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class D Certificates),
seventh, to the Class C Certificates, eighth, to the Class B Certificates, ninth, to the Class A-S
Certificates, and then pro rata (based upon Accrued Certificate Interest) to the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-SB Certificates, in each case up to the respective Accrued Certificate Interest for
each such Class of Certificates for such Distribution Date.


 


(b)         On
each Distribution Date, the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-SB Certificates, Class A-S Certificates, Class B Certificates, Class C
Certificates, Class D-1 Certificates, Class D-2 Certificates, Class E Certificates, Class F Certificates, Class
G Certificates and Class NR Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class
D Certificates) shall be increased by the amount of the Certificate Deferred Interest allocated to such Class of Certificates on
such Distribution Date pursuant to Section 4.06(a)(i) above.


 


(c)         With
respect to any Distribution Date, any Certificate Deferred Interest with respect to such Distribution Date allocated pursuant to
Section 4.06(a) to a Class of Principal Balance Certificates shall be allocated in reduction of the amount of interest
distributable to the Related Uncertificated Lower-Tier Interests with respect thereto. On each Distribution Date, to the extent
provided in Section 4.06(b) with respect to the Related Certificates, Certificate Deferred Interest will be added to
the Lower-Tier Principal Amount of the Uncertificated Lower-Tier Interests in the same manner as the interest thereon was reduced
pursuant to the preceding sentence.


 


(d)         With
respect to each Class of Exchangeable Certificates and the Class D Certificates, for purposes of determining allocations and
distributions under Section 4.06(a) of


 


    	-271-



    	 



    

 


this Agreement as between the Exchangeable Certificates and the Class D
Certificates, all amounts of Certificate Deferred Interest of each Class of Exchangeable Certificates for any Distribution Date
shall be determined without regard to any exchange of such Exchangeable Certificates for Class D Certificates; provided,
however, that all amounts of Certificate Deferred Interest that would otherwise be allocable to Exchangeable Certificates
that have been exchanged and converted for Class D Certificates shall be deemed allocated to such Class D Certificates,
without duplication.


 


Section 4.07     Grantor
Trust Reporting.  (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust, which consists
of (i) the Excess Interest and the Excess Interest Account and proceeds thereof, and (ii) any Exchangeable Certificates that
have been exchanged and converted for Class D Certificates, the Class D Distribution Account and proceeds thereof, shall
constitute, and that the affairs of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) 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 Class D and Class Z Certificateholders
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, in the event the Grantor Trust is a WHFIT, information will
be provided on Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements
in the following clause and (B) furnish, or cause to be furnished, to the Class D and Class Z Certificateholders, their
allocable share of income and expense with respect to the Exchangeable Certificates and the Class D Distribution Account,
and the Excess Interest and Excess Interest Distribution Account, respectively, 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


 


    	-272-



    	 



    

 


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 Class Z or Class D Certificates, 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 Class Z or Class D Certificates, including the price,
amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume
there is no secondary market trading of WHFIT interests.


 


(e)         To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a
CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 


Section 4.08     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool.  (a)  The Certificate
Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial
owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to
the Statement to Certificateholders, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports
being made available pursuant to Section 3.15(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or
the related Mortgaged Properties or (C) the Senior Trust Advisor relating to the Senior Trust Advisor Annual Report or actions
by the Special Servicer referenced in any Senior Trust 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 Senior Trust 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 Senior Trust 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 Senior Trust Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case
of


 


    	-273-



    	 



    

 


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 Senior Trust 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 Fund 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 Senior Trust 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, it shall not be required
to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Senior Trust Advisor, shall promptly
notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct
communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator shall
notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because
the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and
the Senior Trust 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 Senior Trust 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 Senior Trust 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 Senior Trust 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 Senior Trust Advisor shall not be required to


 


    	-274-



    	 



    

 


respond to any Inquiries from Certificateholders for which its response
would require the Senior Trust Advisor to provide information to such inquiring Certificateholders that they are otherwise not
entitled to receive under the terms of this Agreement.


 


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


 


(c)         The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Statements
to Certificateholders, 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


 


    	-275-



    	 



    

 


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, nor any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request
Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto
that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating
Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted
via the 17g-5 Information Provider’s Website.


 


[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-19, 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 and the Class X-B Certificates) will
be issuable only in minimum Denominations of authorized initial Certificate Balance of not


 


    	-276-



    	 



    

 


less than $10,000, and in integral
multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-C, Class X-D, Class R and Class Z
Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and
in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable,
of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in
a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the
excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1.00 that does not exceed such amount. The Class R and Class Z Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R or Class Z Certificates and in integral
multiples of 1% in excess thereof.


 


(b)         One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     Form
and Registration.  No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective
registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by
the Depositor to an Affiliate thereof or by the Initial Purchasers to Torchlight Investors, LLC or its Affiliates) 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.


 


    	-277-



    	 



    

 


Beneficial Ownership Certification. After the expiration of the Restricted
Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall
not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


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


 


(b)         Certificates
of each Class of Non-Registered Certificates 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


 


    	-278-



    	 



    

 


in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of
a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will
refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


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


 


    	-279-



    	 



    

 


thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of
the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to
the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)         Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S
Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder
may, subject to the 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


 


    	-280-



    	 



    

 


documents as the Certificate Registrar may reasonably
require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry
Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar,
as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the
beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be
exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such
increase, (2) with respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding
the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest
in the Temporary Regulation S Book-Entry Certificate for an interest in the 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


 


    	-281-



    	 



    

 


instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or
cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S
Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a
certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as
applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial
interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate
initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by
Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate
Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear
or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange
of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate,
the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the
Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate
to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein,
the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled
to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate
authenticated and delivered hereunder.


 


(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


 


    	-282-



    	 



    

 


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 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.


 


    	-283-



    	 



    

 


(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 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 and Certificate Administrator and the Depositor to the effect that the acquisition
and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited
transaction” within the meaning of ERISA, 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 Senior Trust 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 Senior Trust Advisor or the Trust Fund. 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 or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that is
or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such 


 


    	-284-



    	 



    

 


Class R or Class Z Certificate. Each prospective
transferee of a Class R or Class Z Certificate shall deliver to the transferor and the Certificate Administrator a representation
letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person
acting on behalf of or using the assets of a Plan. 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 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


 


    	-285-



    	 



    

 


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 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.
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


 


    	-286-



    	 



    

 


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 Fund. 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 Fund, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons
Deemed Owners.  The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent of
any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


Section 5.06     Access
to List of Certificateholders’ Names and Addresses; Special Notices.  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 (a) requests in writing from the Certificate Registrar
a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires to communicate with
other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides a copy
of the communication which such 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 such information was derived. The Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Senior Trust Advisor and the Depositor shall be entitled to a list of the names and addresses of
Certificateholders from time to time upon request therefor.


 


Upon the written request
of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder desires
the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted
by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact
(a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes
to transmit, the Certificate Administrator


 


    	-287-



    	 



    

 


shall deliver such Special Notice to all Certificateholders at their respective addresses
appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any such
Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a
Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason
of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


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 Fund (but only if such amount constitutes “unanticipated expenses
of 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.


 


    	-288-



    	 



    

 


(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     Exchangeable
Certificates and the Class D Certificates.  (a)  Holders of Exchangeable Certificates may surrender their Certificates
to the Certificate Administrator and the Certificate Administrator shall convert those Exchangeable Certificates for a like amount
of Class D Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article
V hereof. Similarly, Holders of the Class D Certificates may surrender their Certificates to the Certificate Administrator and
the Certificate Administrator shall exchange and convert those Certificates for a like amount of the related Classes of Exchangeable
Certificates in accordance with the terms of this Section 5.09 and the other applicable provisions of Article V
hereof.


 


Exchangeable Certificates
in the Exchange Proportion may be exchanged and converted for Class D Certificates and Class D Certificates may be exchanged and
converted for both Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part. This process
may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced to zero as
a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits, exchanges
and conversions shall no longer be permissible. With respect to any exchange and conversion, both Classes of Exchangeable Certificates
shall be required in order to exchange and convert such Exchangeable Certificates to Class D Certificates and Class D Certificates
can be exchanged and converted to both Classes of Exchangeable Certificates, such exchange and conversion being calculated using
the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than the outstanding Certificate
Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of the Certificates (with each
Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately after the exchange and conversion,
must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down to the nearest whole dollar) surrendered
for exchange and conversion immediately prior to such exchange and conversion. Each Class of Exchangeable Certificates exchanged
and converted or received in any exchange and conversion must be at least its minimum Denomination set forth in Section 5.01.


 


Class D Certificates
will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates
exchanged for and converted to such Class D Certificates. Any Collateral Support Deficits or other shortfalls, including as a result
of Appraisal Reduction Events, allocated to Exchangeable Certificates that were exchanged for and converted to Class D Certificates
will be borne by such Class D Certificates and any recoveries of such amounts shall be paid to such Class D Certificates.


 


Exchangeable Certificates
that have been exchanged for and converted to Class D Certificates shall be deemed to be held by the Trustee in uncertificated
form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance
with the terms of this Agreement.


 


(b)         Exchangeable
Certificates shall be exchangeable on the books of the Depository for Class D Certificates, and Class D Certificates shall be exchangeable
on the books


 


    	-289-



    	 



    

 


of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on the Closing Date
pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates or Class D Certificates,
the Certificateholder shall notify the Certificate Administrator by e-mail at cts.cmbs.bond.admin@wellsfargo.com no later than
three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”). The
Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of the
Certificate Administrator.


 


(c)         With
respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s)
of the Exchangeable Certificates or Class D Certificate to be exchanged and converted and the Exchangeable Certificate or the Class
D Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable
Certificates or the Class D Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant
number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal
system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the
second (2nd) Business Day before the proposed exchange date.


 


(d)         In
connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received
by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an
Exchangeable Certificate or Class D certificates shall be made in the month following the month of exchange to the Certificateholder
of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall
have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Senior Trust Advisor AND THE DIRECTING CERTIFICATEHOLDER


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Senior Trust Advisor and the Special Servicer.  The Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Senior Trust Advisor and the Special Servicer shall be liable in accordance
herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Senior Trust Advisor and the Special Servicer herein.


 


Section 6.02     Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer.  (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


 


    	-290-



    	 



    

 


entity in each jurisdiction in which such 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 and the Senior Trust Advisor 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 or
the Senior Trust Advisor shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the
Special Servicer or the Senior Trust Advisor, shall be the successor of the Depositor, the Master Servicer, the Special Servicer
or the Senior Trust Advisor (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 or the Senior Trust Advisor, 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 3.30); provided, further, that if the Master Servicer, the Special Servicer or the Senior Trust
Advisor enters into a merger and the Master Servicer, the Special Servicer or the Senior Trust Advisor, as applicable, is the surviving
entity under applicable law, the Master Servicer, the Special Servicer or the Senior Trust 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 Senior Trust
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 Senior Trust 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 Senior Advisor may remain the Master Servicer, Special Servicer or Senior
Trust Advisor, as


 


    	-291-



    	 



    

 


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 Senior Trust 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 7.01.


 


Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others.  (a)  None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Senior
Trust Advisor and their respective Affiliates 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 Senior Trust Advisor and their respective Affiliates or
any such Person against any breach of warranties or representations made herein or 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. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Senior Trust Advisor and their respective Affiliates 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 or
the Senior Trust Advisor and their respective Affiliates 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 and the Senior Trust Advisor and their respective Affiliates 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


 


    	-292-



    	 



    

 


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 and the Senior Trust Advisor conclusively may rely on, and shall be protected in acting or refraining
from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic
or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer or the Senior Trust Advisor 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 and the Senior
Trust Advisor 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 Fund; provided, however, that
each of the Depositor, the Master Servicer, the Special Servicer or the Senior Trust Advisor 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 Certificate 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 Fund, and the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer and the Senior Trust Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loans on deposit in the Certificate Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


    	-293-



    	 



    

 


 


(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 Senior Trust Advisor, the Master Servicer (including in its capacity as
Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the Master Servicer) and the
Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and 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 Trustee, the Certificate Administrator, the Depositor, or the Senior
Trust Advisor, 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 Senior Trust 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 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 or the Senior Trust
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 or the Senior Trust
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


 



    	-294-



    	 



    

 


or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Senior Trust 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 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
or the Senior Trust 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
Senior Trust 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 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 Senior Trust Advisor, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Senior Trust 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, or the Depositor, as the case may be, shall immediately notify the Senior Trust 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 Senior Trust 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 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 Senior Trust Advisor shall
not affect any rights any of the foregoing Persons may have to 



    	-295-



    	 



    

 


indemnification under this Agreement or otherwise, unless the Senior
Trust Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          Neither
the Senior Trust Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Senior Trust 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 Senior Trust 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
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Senior
Trust Advisor, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders,
members, managers, employees or agents and the 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, damages, penalties, fines, forfeitures, reasonable 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
Senior Trust Advisor, incurred in connection with the provision of services for the Non-Serviced Mortgage Loan) under the applicable
Non-Serviced Pooling Agreement, other than any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other losses, liabilities or expenses incurred by reason of any Non-Serviced Indemnified Party’s
willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of negligent disregard of its
obligations and duties under the applicable Non-Serviced Pooling Agreement or the applicable Non-Serviced Intercreditor Agreement.


 


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 Senior Trust Advisor.


 


Section 6.04     Depositor,
Master Servicer and Special Servicer Not to Resign.  Subject to the provisions of Section 6.02, 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


 



    	-296-



    	 



    

 


pursuant to Section 3.30).
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 6.04,
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 6.04; provided that, (prior to the occurrence and
continuance of a Control 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 6.04.
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 6.05     Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer.  The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Senior Trust Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.06     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 6.07     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 Event has occurred
and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all
Specially Serviced Mortgage Loans other than any Excluded Loan, (2) the Special Servicer with respect to Non-Specially Serviced
Mortgage Loans other than


 



    	-297-



    	 



    

 


any Excluded 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 6.07,
(i) the Master Servicer, shall not be permitted to take any of the following actions (each a “Major Decision”)
unless it has obtained the consent of the Special Servicer and (ii) with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan or any Excluded Loan), and any Serviced Whole Loan, for so long as no Control Event has occurred and is continuing,
the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any of the following actions nor will
the Special Servicer itself be permitted to take any of the following actions 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 Master Servicer
or the Special Servicer, as applicable, within such ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder
will be deemed to have approved such action):


 


(i)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage 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 or any extension of the maturity date of any Mortgage Loan;


 


(iii)       any
sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan or 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)          any
release of real property collateral or the acceptance of any substitute or additional collateral for a Mortgage Loan, or any consent
to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan and for which there
is no lender discretion;


 


(vi)        any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out” or “holdback” escrows or reserves, including the funding or disbursement of any such amounts
with respect to any of the Mortgage Loans including, but not limited to, the Mortgage Loans secured by the Mortgaged Properties
specifically identified on Schedule 3 hereto, other than routine and/or customary escrow and reserve fundings or


 



    	-298-



    	 



    

 


disbursements
for which the satisfaction of performance-related criteria is not required pursuant to the terms of the related Mortgage Loan documents
(for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves,
lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the
Mortgage Loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer,
shall not constitute a Major Decision);


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage 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;


 


(viii)      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 for which the lender is required to consent or approve under the Mortgage Loan
documents;


 


(ix)        any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor releasing a Mortgagor
from liability under a Mortgage 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 following a default or event of default under the related Mortgage
Loan documents;


 


(xii)       any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement related to a Mortgage Loan,
or any action to enforce rights with respect thereto; 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 consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event in this Agreement
(or any matter requiring consultation with the Directing Certificateholder or the Senior Trust Advisor), 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, as the case may be)), the Special Servicer or Master Servicer, as applicable may take any such action
without waiting for the Directing Certificateholder’s response (or without waiting to consult with


 



    	-299-



    	 



    

 


the Directing Certificateholder
or the Senior Trust Advisor, as the case may be), provided that the Special Servicer or Master Servicer, as applicable provides
the Directing Certificateholder (or the Senior Trust Advisor, if applicable) with prompt written notice following such action including
a reasonably detailed explanation of the basis therefor. The Special Servicer is not required to obtain the consent of the Directing
Certificateholder for any of the foregoing actions after the occurrence and during the continuance of a Control Event; provided,
however, that, after the occurrence and during the continuance of a Control Event but, with respect to the Directing Certificateholder
only, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder
in connection with any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to 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 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. With
respect to any Excluded Special Servicer Loan (that is also not an Excluded Loan), if any, the Directing Certificateholder (prior
to the occurrence and continuance of a Control Event) shall select an Excluded Special Servicer with respect to such Excluded Special
Servicer Loan. In addition, after the occurrence and during the continuance of a Control Event and with respect to any Serviced
AB Mortgage Loan, after the occurrence and during the continuation of both a Control Event and an AB Control Appraisal Period,
the Special Servicer shall also consult with the Senior Trust Advisor in connection with any proposed Major Decision (and any other
actions which otherwise require consultation with the Senior Trust Advisor after the occurrence and during the continuance of a
Control Event hereunder) and consider alternative actions recommended by the Senior Trust 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 Senior Trust
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 Senior Trust Advisor related to the subject matter of such
consultation, the Special Servicer shall not be obligated to consult with the Senior Trust Advisor on the specific matter; provided,
however, that the failure of the Senior Trust Advisor to respond on any specific matters shall not relieve the Special Servicer
from its obligation to consult with the Senior Trust 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 Event has occurred and is continuing), the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Senior Trust Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.07 for consulting
with the Senior Trust Advisor.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control 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


 



    	-300-



    	 



    

 


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 (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 Senior Trust Advisor, the Trust Fund 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 any advice
from the Directing Certificateholder, 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,
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 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 Fund 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


 



    	-301-



    	 



    

 


whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust Fund 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 Pooling Agreement including the Holders of the controlling class under such Non-Serviced Pooling Agreement
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 Pooling Agreement, 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 Pooling Agreement, and that the 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 Event (and at any
time with respect to any Excluded 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 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 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 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]


 



    	-302-



    	 



    

 


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:


 


(i)          (A) any
failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Certificate 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 Certificate 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) Business
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% or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan, by the related Serviced
Companion Noteholder(s); 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 3.23
or Section 3.24, as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or


 



    	-303-



    	 



    

 


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% or, solely as it relates to the servicing of a Serviced Pari Passu
Whole Loan, by the related Serviced Companion Noteholder(s); 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
Moody’s or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty
(60) days) 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”)


 



    	-304-



    	 



    

 


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 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
at least 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 (5) Business Days’ written notice if there is a Servicer
Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to
the Depositor and the Senior Trust Advisor, all of the rights (subject to Section 3.11 and Section 6.03)
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 6.03)
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 Certificate 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 6.03 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


 



    	-305-



    	 



    

 


master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.02
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that
the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer
hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu 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 3.30).


 


(d)          Subject
to the rights of the holder of any AB Subordinate Companion Loan related to a Serviced AB Whole Loan pursuant to the related Intercreditor
Agreement, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall be entitled to terminate
the rights (subject to Section 3.11 and Section 6.03) 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 Senior Trust Advisor; such termination to be effective upon the appointment of a successor special
servicer meeting the requirements of this Section 7.01(d). 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 3.30) 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


 



    	-306-



    	 



    

 


hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


With respect to any Non-Serviced
Whole Loan, pursuant to the related Intercreditor Agreement, the related Non-Serviced Whole Loan Controlling Holder will have the
right, with or without cause, to replace the applicable Non-Serviced Special Servicer then acting with respect to such Whole Loan
and appoint a replacement special servicer in lieu thereof without the consent of the holder of the related Mortgage Loan. The
Non-Serviced Whole Loan Controlling Holder (prior to a control event under the related Non-Serviced Pooling Agreement), and the
applicable certificateholders with the requisite percentage of voting rights (after a control event) will have the right, with
or without cause, to replace the special servicer then acting with respect to such Whole Loan and appoint a replacement special
servicer in lieu thereof, pursuant to the terms of the related Non-Serviced Pooling Agreement.


 


After the occurrence
and during the continuance of a Control Event and upon (a) the written direction of Holders of Principal Balance Certificates
and the Class D Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal
Reductions to notionally reduce the Certificate Balances pursuant to Section 4.06(b) hereof) of the Principal Balance
Certificates and the Class D 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 Trust Fund expenses 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) 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 3.30), the Certificate Administrator
shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.15(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard,
which such vote shall occur within one hundred-eighty (180) days of the posting of such notice. Upon the written direction of Holders
of Certificates evidencing at least 75% 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 Statement
to Certificateholders 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 the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 



    	-307-



    	 



    

 


With respect to any Serviced
AB Whole Loan, the related 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 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 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 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 under a Non-Serviced Pooling Agreement remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise
been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing
Certificateholder) shall be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer
solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with respect
to a Non-Serviced Whole Loan, as applicable, 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 consultation termination event
(or similarly defined term) under the related Non-Serviced Pooling Agreement, 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, subject to the immediately succeeding paragraph, if the Senior Trust 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 Senior Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written recommendation 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
position (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


 



    	-308-



    	 



    

 


recommendation on the Certificate Administrator’s Website in accordance with Section 3.15(b),
and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders
of Principal Balance Certificates and the Class D Certificates evidencing at least a majority of the aggregate Voting Rights (taking
into account the application of any Appraisal Reductions to notionally reduce the respective Certificate Balances of such Certificates)
of all Principal Balance Certificates and the Class D 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 Senior Trust
Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional Trust Fund expense. 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 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 Senior Trust Advisor shall not be permitted to recommend the replacement of the Special
Servicer with respect to any Serviced AB Whole Loan so long as the related Serviced Companion Noteholder 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 Senior Trust Advisor in Section 6.03 shall include, subject to the limitations set
forth in Section 6.03, any action or claim arising from, or relating to, the Senior Trust 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,


 



    	-309-



    	 



    

 


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 (including acting as Companion Paying Agent).


 


(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 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 Event or if at any time the
applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall 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 so long as the selected Excluded
Special Servicer has certified that it is a Qualified Replacement Special Servicer. It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of
any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded Special
Servicer, is is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor
and any applicable Other Depositor, 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 with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer
shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the
Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special
Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned
during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 



    	-310-



    	 



    

 


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 6.04 or receives a notice of termination
for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within
the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by
the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as
Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein
and shall be subject to, and have the benefit of, all of the rights (subject to Section 3.11 and Section 6.03),
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


 



    	-311-



    	 



    

 


as a servicer by each Rating Agency, or if, prior to the occurrence and continuance of a
Control Event, the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to at least 25% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04
and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing
by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that
arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30),
(iii) which appointment has been approved (prior to the occurrence and continuance of a Control Event) by the Directing Certificateholder,
such approval not to be unreasonably withheld and (iv) subject to the terms of Section 7.01(d), 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 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust Fund; 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 Fund. 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


 



    	-312-



    	 



    

 


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 6.04,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give
prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


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


 


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) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes. 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 Fund. 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,


 



    	-313-



    	 



    

 


including,
without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations
hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest
thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid
in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator.  (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have 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), 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:


 



    	-314-



    	 



    

 


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
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 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,
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;


 



    	-315-



    	 



    

 


(iii)        Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security, or indemnity 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, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity
satisfactory to it against such risk or liability is not 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 reasonable indemnity 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;


 



    	-316-



    	 



    

 


(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 unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)      Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or 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) or of 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; and


 


(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.


 


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 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 Fund, or any funds deposited in or withdrawn
from the Certificate 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


 



    	-317-



    	 



    

 


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 and duties of the Trustee hereunder, except for the reimbursement of expenses
specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s sole
form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses
specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any Companion
Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate 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 and duties of the Trustee or the Certificate Administrator,
respectively, hereunder; provided, however, that none of the Trustee or the


 



    	-318-



    	 



    

 


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 of 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 its capacities of 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 provide information 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 provide information 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 any state or the United States of America, authorized
under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02),
(ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured
debt is rated at least “A2” by Moody’s, “A” by Fitch and “A” by DBRS (or in the case
of the Trustee, a long-term unsecured debt rating of “A(low)” by DBRS if the Master Servicer maintains a rating of
at least “A” by DBRS); provided that the Trustee will not become ineligible
to serve based on a failure to satisfy such rating requirements as long as it maintains a long-term unsecured debt rating of no
less than “Baa2” by Moody’s and “A-” by Fitch, and its short-term


 



    	-319-



    	 



    

 



debt obligations have a short-term rating of not less than “P-2” from Moody’s and “F1” by Fitch,
and the Master Servicer maintains a rating of at least “A2” by Moody’s and “A+” by Fitch;
provided, further, that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating
by any two other NRSROs (which may include Moody’s and/or 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 on the depositor’s “prohibited party”
list.


 


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 in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC
Provisions), 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 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 and the Trustee or the Certificate Administrator, as
applicable, the Senior Trust Advisor, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.15(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 3.15(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 the Master Servicer and ((i) prior to the occurrence and continuance of a Control Event
and (ii) other than with respect to any Excluded Loan) 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 Trustee or Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within thirty (30) 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.


 


(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


 



    	-320-



    	 



    

 


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.


 


(c)          The
Holders of Certificates entitled to at least 75% of the Voting Rights may at any time remove the Trustee or Certificate Administrator
and appoint a successor trustee or certificate administrator by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer,
one complete set to the Trustee or Certificate Administrator so removed and one complete set to the successor so appointed. A copy
of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the Master
Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c), the successor trustee
or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of
responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement


 



    	-321-



    	 



    

 


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 JPMBB Commercial
Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 substantially in
the form of Exhibit E, 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 JPMBB Commercial
Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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
substantially in the form of Exhibit E, deliver such Mortgage Loan document to the Depositor or the successor trustee, as
requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Loan
document is assigned to such successor Trustee; and (d) in any case, such successor Trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.


 


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


 



    	-322-



    	 



    

 


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 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 3.15(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 3.15(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, 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 Fund, 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


 



    	-323-



    	 



    

 


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 Fund or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


 


Section 8.11     Appointment
of Custodians.  The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator
hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation
of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more


 



    	-324-



    	 



    

 


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 Senior Trust Advisor, each Serviced Companion Noteholder and the Certificate Administrator for the benefit
of the Certificateholders, as of the Closing Date, that:


 


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


 


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


 


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


 


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


 


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


 


(vi)        No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially


 



    	-325-



    	 



    

 


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.


 


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 Senior Trust Advisor, 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


 



    	-326-



    	 



    

 


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


 


(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


 



    	-327-



    	 



    

 


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 Fund 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 Senior Trust Advisor, 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 Fund’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 Fund’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted
by an Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights
of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling Class is the only Class
of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object
within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer with
respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property
secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced Pooling
Agreement, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related
Non-Serviced Master Servicer in accordance with clauses (2) and (3) 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, Class B and Class C Certificates are no longer outstanding, the voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class Z and 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


 



    	-328-



    	 



    

 


beyond the expiration of twenty-one (21) years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on
the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C
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 Z and 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 Z and 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 Z and Class R Certificates) for all of the Mortgage Loans and the Trust Fund’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 Certificate
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 Fund
that may be withdrawn from the Certificate 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 Certificate 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 P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Certificate 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
Fund’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final
deposits have been made and following the surrender of all its Certificates (other than the Class Z and Class R Certificates)
on the final Distribution Date, the Custodian shall, upon receipt of a Request for Release substantially in the form of Exhibit
E 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 Fund 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 Uncertificated
Lower-Tier 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


 



    	-329-



    	 



    

 


(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 Fund’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 Fund’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 Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than 1.0%
of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase
shall terminate the Trust and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer
purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all
of the Mortgage Loans and the Trust Fund’s portion of each REO Property remaining in the Trust Fund in accordance with the
preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the
P&I Advance 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 Certificate
Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to
be transferred thereto on such P&I Advance Date from the Certificate Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Certificate 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 Fund and terminating the
Trust.


 



    	-330-



    	 



    

 


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 3.15(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 3.15(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 Fund 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 Yield Maintenance Charges distributable to the Regular Certificates pursuant
to Section 4.01(d) to the Upper-Tier REMIC Distribution Account in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account or the Class D
Distribution Account, as applicable, that are allocable to payments on the Class of Regular Certificates so presented, (ii) to
Holders of the Class Z Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account,
(iii) any remaining amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(d)
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 Uncertificated
Lower-Tier Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c),
4.01(d) and 4.01(l). 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.  (a)  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 Fund’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Trust
Fund 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


 



    	-331-



    	 



    

 


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 Uncertificated Lower-Tier 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 Fund (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01     REMIC
Administration.  (a)  The Certificate Administrator shall make elections or cause elections to be made
to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar
year in which the Uncertificated Lower-Tier Interests and the Certificates are issued. For the purposes of the REMIC election
in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests”
(or in the case of an exchange and conversion of Class D-1 and Class D-2 Certificates for Class D Certificates,
such “regular interests” shall be deemed to be held by the Trustee in uncertificated form unless reconverted to Class D-1
and Class D-2 Certificates) 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 Uncertificated Lower-Tier
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
nor the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code)
in either Trust REMIC other than the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “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


 



    	-332-



    	 



    

 


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
Fund 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 Certificate 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 in the Class R Certificates shall be designated, in the manner provided under
Treasury Regulations Section 1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T, as the “tax
matters person” of each Trust REMIC. By their acceptance thereof, the Holders of the largest Percentage Interest in the Class R
Certificates hereby agree to irrevocably appoint the Certificate Administrator as their 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 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 Fund 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 Fund 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, would (i) endanger the status of either Trust REMIC as a REMIC
or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (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


 



    	-333-



    	 



    

 


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 Fund and the Certificateholders, at the expense of the
Trust Fund, 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 Fund, either Trust REMIC created hereunder, endanger such status or, unless the Certificate
Administrator determines in its sole discretion to indemnify the Trust Fund against such tax, result in the imposition of such
a tax (not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received
an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator
may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all
times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of its
duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on either 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 Certificate 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 either Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of the Trust Fund (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 either 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 Uncertificated Lower-Tier Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Collateral Support
Deficit arising


 



    	-334-



    	 



    

 


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(b) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal
Balance Certificates (without regard to any exchange and conversion of the Exchangeable Certificates for Class D Certificates)
in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Collateral Support Deficit
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 either
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 either 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 (i) cause
such Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or Certificates are outstanding
or (ii) subject any of the Trust Fund or either Trust REMIC to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.


 


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust Fund or either Trust REMIC will
receive a fee or other compensation for services nor permit the Trust Fund or either 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 representing a “regular interest”
in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests representing
a “regular interest” in the Lower-Tier REMIC 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 Fund, (iii) the termination of the Trust Fund 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 Fund or either Trust REMIC or sell or dispose of any investments in the Certificate
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 either Trust REMIC as a


 



    	-335-



    	 



    

 


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 Fund against
such tax, cause the Trust Fund or either 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 either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6226 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 a Class R Certificate, past or present. A Holder of any Class R Certificate agrees, by acquiring such Certificate, to any such
elections.   


 


Section 10.02     Use
of Agents.  (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 


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


 


Section 10.03     Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator.  (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust Fund 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 such 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


 



    	-336-



    	 



    

 


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 successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and
shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or
liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


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


 



    	-337-



    	 



    

 


Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder.
The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive
guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor
or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the JPMBB Commercial Mortgage Securities Trust
2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, and any Other Securitization subject to Regulation AB
that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee,
the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and
any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion
Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor,
Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable
good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and
any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed
by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement
shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any
event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy
any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal
action against such third party in connection with such obligation.


 


Section 11.02     Succession;
Subcontractors.  (a)  As a condition to the succession to the Master Servicer and Special Servicer or
to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer
or succession to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer and
Special Servicer, such Sub-Servicer or Certificate Administrator 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 or Certificate Administrator, the person
removing and replacing the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor, the
Master Servicer and Special Servicer and the Certificate Administrator, as applicable, 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


 



    	-338-



    	 



    

 


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, any Additional Servicer or the Certificate Administrator, 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 Senior Trust Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and,
subject to the reimbursement of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such
Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer
shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant
engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable
Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance
of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of


 



    	-339-



    	 



    

 


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 Subservicing Agreement. Other than with respect to the Initial Sub-Servicer, no Subservicing
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 3.15(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 violates 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 or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.02.


 


Section 11.03     Filing
Obligations.  (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the Senior
Trust Advisor 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 and Retrieval System (“EDGAR”)) such Forms executed by
the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or


 



    	-340-



    	 



    

 


“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 Senior Trust 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 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 Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders
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


 



    	-341-



    	 



    

 


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 has 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 will 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 of 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 and (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 Certificate Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and
the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding twelve (12) months and that it has been


 



    	-342-



    	 



    

 


subject to such filing requirement for the past
ninety (90) days.  The Depositor shall notify the Certificate Administrator in writing, 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 (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the
related Due 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.


 


(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 will 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) 834-6047. 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


 



    	-343-



    	 



    

 


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.


 


(c)          Any
notice and/or information furnished pursuant to this Section 11.04 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 notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


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 2016, the Certificate Administrator shall prepare and
file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and each
Additional Servicer, as described under Section 11.09;


 


(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 Senior Trust Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor, the
Custodian or 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, 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 Senior Trust Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust 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


 



    	-344-



    	 



    

 


accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included; and


 


(iv)        a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2016, (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 hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days.  The Depositor shall notify the Certificate Administrator in writing, no later than March 15th with respect
to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate


 



    	-345-



    	 



    

 


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 will make available on
its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at
the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President
and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179,
telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K is contingent
upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable,
by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such
failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties
to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, 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 or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished pursuant to this Section 11.05 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 notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.05.


 



    	-346-



    	 



    

 








 


Section 11.06  Sarbanes-Oxley
Certification.     Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian and the Senior Trust Advisor 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 Senior Trust Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing
Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Securitization that includes a Serviced Companion Loan (individually
and collectively, the “Certifying Person”), on or before March 15 of each year commencing in March 2016,
a certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5 or Z-6
(each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity for which
such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition,
in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization
(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 a certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley back-up 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 each affected
Certifying Person pursuant to this Section 11.06 with respect to the period of time


 



    	-347-



    	 



    

 


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 3.22),
(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 and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver
any certification under this Section 11.06 shall be obligated to do so.


 


Section  11.07  Form 8-K
Filings.     Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event,
a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as
required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance
of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included
on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


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


 



    	-348-



    	 



    

 


any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New
York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca Russo, Managing Director
and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179,
telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to
the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s 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.


 






    	-349-



    	 



    

 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
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.


 


Any notice and/or information
furnished pursuant to this Section 11.07 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 notice
and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian
for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


 


Section 11.08  Form 15
Filing.     On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file
a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15
Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications
due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate
Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed.
If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports
on Forms 10-K, 10-D 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 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, cause (or in the case of a sub-servicer that a Mortgage Loan Seller requires the Master
Servicer to retain, use commercially reasonable efforts to cause) such Additional Servicer to 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), on or before March 15th of each year, commencing in March 2016, deliver 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


 



    	-350-



    	 



    

 


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, use commercially reasonable
efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such
statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website)
to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as
Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s
Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer
or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to
the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder
or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional
Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor
(or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be
filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, 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.


 






    	-351-



    	 



    

 


Any certificate, statement,
report, notice and/or information furnished pursuant to this Section 11.09 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 such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section 11.10  Annual
Reports on Assessment of Compliance with Servicing Criteria.     (a)  On or before March 15th of each year, commencing
in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of the Mortgage Loans), the Trustee, the Custodian, the Senior Trust Advisor and the Certificate Administrator, 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, Senior Trust 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 Senior Trust Advisor), and the 17g-5 Information Provider, a report substantially in the
form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with
the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable
to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and
the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually


 



    	-352-



    	 



    

 


address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed
in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Senior Trust 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, Senior Trust 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 Senior Trust Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will 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 Senior Trust Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Senior Trust Advisor, as applicable,
will 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 Senior Trust 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,


 



    	-353-



    	 



    

 


the
Trustee, the Senior Trust 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
Senior Trust Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Event or Consultation
Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator shall deliver
such confirmation to the Senior Trust Advisor within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section 11.10
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.10.


 


Section 11.11  Annual
Independent Public Accountants’ Attestation Report.     On or before March 15th of each year, commencing in March 2016,
the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Senior Trust 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, Senior Trust 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 Senior Trust 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 (who will promptly post such report on the Certificate Administrator’s
Website pursuant to Section 3.15(b)), the Certificate Administrator and the Depositor, the 17g-5 Information Provider
and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier
than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies,
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued
or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with
the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and


 



    	-354-



    	 



    

 


Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.15(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 Senior Trust 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 Senior Trust Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Senior Trust 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 Senior Trust 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 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 Senior Trust
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 and the Senior Trust Advisor
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 Senior Trust Advisor, the Custodian
or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence,
bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor,
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 Senior Trust 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


 



    	-355-



    	 



    

 


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 Senior Trust Advisor, 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 Senior Trust Advisor, 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), 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


 



    	-356-



    	 



    

 


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 Senior Trust 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. Upon resolution with the Commission, and subject to the reimbursement of any applicable expenses under Section
11.15, the Affected Reporting Party shall promptly provide, to each Other Depositor the appropriate revised reports, updated
or revised information contained in any report filed by the Other Depositor under the Reporting Requirements, or any updated or
revised material communications in connection with the response and/or resolution with the Commission or its staff, if and to the
extent such reports, information and/or communications relate to information that was previously provided to the Other Depositor
and would reasonably be expected to be contained in a report filed by the Other Depositor under the Reporting Requirements of an
Other Pooling and Servicing 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 Senior Trust 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 Senior Trust Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the
foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Senior Trust 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 12.01 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


 



    	-357-



    	 



    

 


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 3.30), 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 3.15, 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 3.30).


 


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 Senior Trust Advisor, 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 12.05, to J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st
Floor, New York, New York 10179, Attention: Kunal Singh, telecopy number: (212) 834-6029, telephone number: (212) 834-5491 and
email: kunal.k.singh@jpmorgan.com, with a copy to Bianca Russo, Managing Director and Associate General Counsel, J.P. Morgan Chase
Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116,
telephone number: (212) 648-0946 and email: russo_bianca@jpmorgan.com.


 


Section 11.15  Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.     (a) Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use
commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to,
upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to
the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling
any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation
AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage
Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet
the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2) (prior to deposit in the Certificate Account), (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 (i) 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, together with


 



    	-358-



    	 



    

 


certain officers, directors, affiliates and controlling persons, 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 Section 11.15(a) and (ii) deliver such securities
law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related
Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect to the offering
material for this securitization by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the offering material related
to a Regulation AB Companion Loan Securitization. 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
10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to
be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing
and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in


 



    	-359-



    	 



    

 


which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notice 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 and the Special
Servicer shall each consult with any sub-servicer appointed by it 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 Notice 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 (2) Business Days
after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing,
reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(c).


 


(d)          On
or before March 15 of each year (or March 14 if a leap year) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and on or before April 15 of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15


 



    	-360-



    	 



    

 


Suspension Notice 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 15 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and on or before April 15 of any year in which such Regulation AB Companion Loan Securitization is not required to
file an annual report on Form 10-K because a Form 15 Suspension Notice with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself,
to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice
from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the
foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer


 



    	-361-



    	 



    

 


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 (2) 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.


 


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


 



    	-362-



    	 



    

 


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 each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each
instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to such “significant obligor” 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 with respect to the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party 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.


 


(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then
the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in
full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section 11.16  Certain
Matters Regarding Significant Obligors.


 


(a)          For
purposes of this Agreement, the Mortgagor under Mortgage Loan No. 1 identified as “32 Avenue of the Americas” on the
Mortgage Loan Schedule is a “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant
Obligor”) related to the Trust. With respect to the Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of Form
10-K provide for the inclusion of updated net operating income of the related Mortgagor, as required by Item 1112(b) of Regulation
AB, (i) on the related Form 10-D to be filed by the Trust (on a quarterly basis) on or before the related Significant Obligor
NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed by the Trust, as applicable. The parties hereto acknowledge that
the date on which financial statements are required to be delivered to the related lender under the related Mortgage Loan documents
is thirty (30) days following the end of each fiscal quarter or seventy-five (75) days following the end of each fiscal year,
as applicable, as set forth in Section 5.1.11 of the related loan agreement.


 


With respect to the Significant
Obligor, to the extent that the Master Servicer or the Special Servicer, as applicable, is in receipt of the updated financial
statements of the Significant Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar year), beginning
for the calendar quarter ending March 31, 2016, or the updated financial statements of the Significant Obligor for any calendar
year, beginning for the calendar year ending December 31, 2016, as applicable, the Master Servicer or the Special Servicer, as


 






    	-363-



    	 



    

 


applicable, shall deliver to the Certificate Administrator, 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 or the Special Servicer,
as applicable, in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12)
Business Days 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
Borrower in such financial statements.


 


(b)          With
respect to the Significant Obligor, in the event that the Master Servicer does not receive the financial information referred
to in clause (a) above to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may be, from the related
Mortgagor by the date on which such financial information is required to be delivered under the related Mortgage Loan Documents
(or, with respect to any Mortgage Loan documents meeting the description of the last sentence of this paragraph, the date by which
the Master Servicer requested the related Mortgagor to deliver such information), the Master Servicer (i) shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange
Act, but in no event requiring the Master Servicer to initiate litigation) to obtain the periodic financial statements of the
related Mortgagor under the related Mortgage Loan documents, and (ii) if unsuccessful, within ten (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, shall notify the 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 the Depositor under the Exchange Act, but in no event
requiring the Master Servicer to initiate litigation) to continue to attempt to obtain such financial information from the related
Mortgagor. The Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Mortgagor,
as applicable, 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 Trust, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s
Certificate should be addressed to the Certificate Administrator as follows: Wells Fargo Bank, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial Mortgage
Securities Trust Series 2015-C33, with a copy by email to cts.sec.notifications@wellsfargo.com or by fax to 410-715-2380, Attention:
CTS SEC Notifications, and to the Depositor as required by Section 11.14. The Master Servicer shall contact the related
Mortgagor regarding the delivery of the financial information referred to in clause (a) above no later than the last day of each
calendar quarter (regarding quarterly information required to be sent following the end of such calendar quarter) and the last
day of each calendar year (regarding annual information required to be sent following the end of such calendar year). If the related
Mortgage Loan documents do not


 



    	-364-



    	 



    

 


require the financial information referred to in clause (a) above to be delivered in a timeframe
sufficient for inclusion on any applicable Form 10-K or Form 10-D, then, to the extent the related Mortgage Loan documents permit
the lender to request such financial information earlier, the Master Servicer shall request that the related Mortgagor provide
such financial information in an earlier timeframe sufficient for inclusion on any applicable Form 10-K or Form 10-D.


 


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


 


Notwithstanding
anything contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension Notification
pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting requirements of the
Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.


 


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 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, during any grace period provided for in this Article XI;
provided, that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as
provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.





 


[End of Article XI]


 






    	-365-



    	 



    

 


Article XII



MISCELLANEOUS PROVISIONS


 


Section 12.01  
Amendment.     (a)  This Agreement may be amended from time to time by the parties hereto, without the consent of
any of the Certificateholders or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)        to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
Supplement with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which
may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Certificate 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 either
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 Fund or either 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 Fund, either 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 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 thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment


 



    	-366-



    	 



    

 


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 3.30);


 


(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 3.30); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.19 (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
Event has not occurred and is not continuing and with respect to the 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 either 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 3.30); and


 


(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 3.15(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website.


 






    	-367-



    	 



    

 


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 51% of the aggregate Percentage Interests constituting the
Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


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


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30) 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 Senior Trust Advisor, 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


 



    	-368-



    	 



    

 


Opinion of Counsel
(at the Trust Fund’s expense) to the effect that such amendment is permitted hereunder 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 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 either Trust REMIC, or cause either 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 (i) the 32 Avenue of the Americas Intercreditor Agreement
and (ii) the DoubleTree Anaheim - Orange County Intercreditor Agreement without the consent of the holder of the related Serviced
Pari Passu Companion Loan.


 


(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 3.15(b) and Section 3.15(c), as applicable,
and thereafter, the Certificate Administrator shall furnish a copy 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 12.01 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 12.01
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 12.01(a) or (c) 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 12.01(a) or (c) shall be payable out of the Certificate 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 3.30).


 






    	-369-



    	 



    

 


(i)          To
the extent the Senior Trust Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer or Depositor obtains
an Opinion of Counsel as provided for in Section 12.01(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 12.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This
Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


 


Section 12.02  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 12.03  Limitation
on Rights of Certificateholders.     (a)  The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust Fund, 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 Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 






    	-370-



    	 



    

 


(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 Fund, 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)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement or 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
25% 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 reasonable indemnity 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 reasonable security, or indemnity 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 12.03(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 12.04  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


 



    	-371-



    	 



    

 


PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 12.05  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


 






    	-372-



    	 



    

 


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: JPMBB 2015-C33 Asset Manager

Telecopy Number: (704) 715-0036


 


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: JPMBB 2015-C33


 


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:



Torchlight Loan Services, LLC

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson

JPMBB 2015-C33

Email: wclarkson@torchlightinvestors.com

Fax: (305) 209-9971


 






    	-373-



    	 



    

 


with
a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

JPMBB 2015-C33

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 


In the case of the Directing
Certificateholder:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: William Stasiulatis

JPMBB 2015-C33

Email: bstasiulatis@torchlightinvestors.com


 


with a copy to:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York 10017

Attention: Jacob M. K. Baron 

JPMBB 2015-C33

Email: jbaron@torchlightinvestors.com

Fax: (646) 253-9753


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMBB 2015-C33

Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


 






    	-374-



    	 



    

 


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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33

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 Senior Trust
Advisor:



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 Knight

Email: jknight@bassberry.com


 


In the case of the Mortgage Loan
Sellers:


 


(i)          JPMorgan
Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

E-mail: joseph.geoghan@jpmorgan.com


 


(ii)          Barclays
Bank PLC

745 Seventh Avenue

New York, New York 10019

Facsimile Number: (646) 758-1700

Attention: Daniel Vinson, Managing Director

E-mail: daniel.vinson@barclays.com


 






    	-375-



    	 



    

 


with a copy to:



Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Facsimile Number: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


(iii)       Ladder
Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack

E-mail: pamela.mccormack@laddercapital.com


 


with a copy to:



Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Robert Perelman

E-mail: robert.perelman@laddercapital.com




 


Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: David Traitel

E-mail: david.traitel@laddercapital.com


 


(iv)        Redwood
Commercial Mortgage Corporation

One Belvedere Place, Suite 300

Mill Valley, California 94941

Attention: Sandy Vegano


 


with a copy to:



Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Attention: Laura Swihart


 


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


 



    	-376-



    	 



    

 


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 3.15(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 Fund 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 3.15(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295 


E-mail: info.cmbs@fitchratings.com


 


Section 12.06  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


 



    	-377-



    	 



    

 


affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 12.07  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 Certificate 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. This Section 12.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 12.08  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. 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, any other parties to the applicable
Non-Serviced Pooling Agreement and the holder of the applicable Non-Serviced Companion Loan, in each case, with respect to the
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.


 






    	-378-



    	 



    

 


Section 12.09  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 12.10  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 3.15(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)          any
material change or amendment to this Agreement;


 


(ii)         the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)        the
resignation or termination of the Certificate Administrator, the Master Servicer 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 3.15(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 Certificate 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.


 






    	-379-



    	 



    

 


(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 3.15(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 3.15(c), and
thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 12.10 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 Website, the 17g-5 Information Provider shall notify the Master Servicer
or Special Servicer when such information, report, notice or document has been posted.


 


[End of Article XII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    	-380-



    	 



    








 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


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

Depositor
	 	 	 
	 	By: 	/s/ Dwayne McNicholas
	 	 	Name: Dwayne McNicholas
	 	 	Title: Vice President





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
Master Servicer
	 	 	 
	 	By:	/s/ Cynthia L. Schwartz
	 	 	Name:   Cynthia L. Schwartz
	 	 	Title:     Director





	 	 	 
	 	TORCHLIGHT LOAN SERVICES, LLC, 
Special Servicer
	 	 	 
	 	By:	/s/  Jacob
    Baron
	 	 	Name:  Jacob Baron
	 	 	Title:    Authorized Signatory





	 	 	 
	 	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


 

JPMBB 2015-C33 – Pooling
and Servicing Agreement


 






    	 



    	 



    

 

	 	 	 
	 	WILMINGTON TRUST, NATIONAL 
ASSOCIATION,
not in its individual capacity, but solely as 
Trustee
	 	 	 
	 	By:	/s/ Clarice Wright
	 	 	Name:  Clarice Wright
	 	 	Title:    Assistant Vice President





	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
Senior Trust Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title:   Executive Director and Solely as an 
Authorized Signatory for Pentalpha 
Surveillance LLC 



 






JPMBB 2015-C33 – Pooling
and Servicing Agreement


 






    	 



    	 



    

 





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



 


On the 30  day of
November, 2015, before me, a notary public in and for said State, personally appeared Dwayne McNicholas known to me to be a
Vice President of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within instrument, and also known
to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such 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
	[SEAL]	Qualified in New York County
	 	No. 02CU6268078
	My commission expires:	My Commission Expires August 27, 2016
	 	 



 


JPMBB 2015-C33  – Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF NORTH CAROLINA	)	 
	 	):	ss.
	COUNTY OF MECKLENBURG	)	 



 


On
this  13 day of November, 2015, personally appeared before me Cynthia L. Schwartz, 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: July 15, 2017	 
	 	 
	ERICA L. SMITH	 
	NOTARY PUBLIC	 
	Gaston County	 
	North Carolina	 
	My Commission Expires 7/15/2017	 



 


JPMBB 2015-C33 -   Pooling and Servicing Agreement


 






    	 



    	 



    



 


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



 


On the
13th day of November, 2015, before me, a notary public in and for said State, personally appeared Jacob Baron
known to me to be a Authorized Signatory of Torchlight Loan Services, LLC, 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/
    Kay Kessel
		Notary Public
	 	
	[SEAL]	
	 	
	My commission expires:	
	 	 
	October
    5, 2019	 



 


JPMBB 2015-C33  – Pooling and Servicing Agreement


 






    	 



    	 



    

 








	STATE OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 



 


On the 18th
day of November, 2015, 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, 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/
    Amy Martin 
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	NOTARY PUBLIC
	My commission expires:	ANNE ARUNDEL COUNTY
	 	MARYLAND
	 	My Commission Expires 2-22-2017



 


JPMBB 2015-C33  – Pooling and Servicing Agreement


 






    	 



    	 



    


 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 



 


On the 19th
day of November, 2015, before me, a notary public in and for said State, personally appeared Clarice Wright known to me to be
a Assistant Vice President of Wilmington Trust, National Association, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking
association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Christina M. Bader
	 	Notary Public
	 	 
	[SEAL]	CHRISTINA M BADER
	 	NOTARY PUBLIC
	My commission expires:	STATE OF DELAWARE
	 	My Commission Expires: 4-15-2016
	 	



 


JPMBB 2015-C33  – Pooling and Servicing Agreement


 






    	 



    	 



    


 


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


 


On the
16th day of November, 2015, 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, 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/
     Melonie S. Williams
	 	Notary Public
	 	 
	[SEAL]	 
		 
	My commission expires: 7-31-2019	 
	 	 
	 	 
	MELONIE S. WILLIAMS	 
	Notary Public	 
	Connecticut	 
	My Commission Expires July 31, 2019	 



 


JPMBB 2015-C33  – Pooling and Servicing Agreement


 



    	 



    	 



    

 














 


EXHIBIT
A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 


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


 


2
    Book-Entry Certificate legend.



 



    	A-1-1



    	 



    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



  






    	A-1-2



    	 



    

 


	
        PASS-THROUGH RATE: 1.8977%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS A-1 CERTIFICATES

AS OF THE CLOSING DATE: $28,723,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1


 



    	A-1-4



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-1-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-1-6



    	 



    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-1-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    	A-1-8



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-1-9



    	 



    

  





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	  November 30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-1-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-1-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-1-12



    	 



    


  


EXHIBIT
A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 


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


 


2    
 Book-Entry Certificate legend.



 



    	A-2-1



    	 



    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 






    	A-2-2



    	 



    

 


	
        PASS-THROUGH RATE: 3.0613%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS A-2 CERTIFICATES

AS OF THE CLOSING DATE: $44,092,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2


 



    	A-2-4



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-2-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-2-6



    	 



    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-2-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    	A-2-8



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-2-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-2-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-2-12



    	 



    


 












EXHIBIT A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


CLASS A-3


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 



 


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


 


2
    Book-Entry Certificate legend.



 



    	A-3-1



    	 



    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 






    	A-3-2



    	 



    

 


	
        PASS-THROUGH RATE: 3.5043%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS A-3 CERTIFICATES

AS OF THE CLOSING DATE: $135,000,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-3-1]

         






 






    	A-3-3



    	 



    

 


CLASS A-3
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate 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-3 Certificates issued by the Trust Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3


 



    	A-3-4



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-3-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-3-6



    	 



    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-3-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 



    	A-3-8



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-3-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-3-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-3-12



    	 



    


 







EXHIBIT A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 

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


 


2      Book-Entry
Certificate legend.


 



    	A-4-1



    	 



    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES
(PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 









    	A-4-2



    	 



    

 


 


	
        PASS-THROUGH RATE: 3.7697%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4
CERTIFICATES AS OF THE CLOSING DATE: $286,963,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4


 



    	A-4-4



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-4-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 



    	A-4-6



    	 



    




 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-4-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 



    	A-4-8



    	 



    




 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:      November
30, 2015


 


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


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 











 



 


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


 


2      Book-Entry
Certificate legend.



    	A-5-1



    	 



    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES
(PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 









    	A-5-2



    	 



    

 


 


	
        PASS-THROUGH RATE: 3.5623%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        A-SB CERTIFICATES AS OF THE CLOSING DATE: $38,471,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB


 



    	A-5-4



    	 



    

 


Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 



    	A-5-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-5-6



    	 



    

 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-5-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 



    	A-5-8



    	 



    




 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:      November
30, 2015


 


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


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, 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.


 


 


 

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


 


2      Book-Entry Certificate
legend.


 









    	 	A-6-1	 



     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE 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 NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $574,195,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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 Certificate Balance, 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	 	A-6-6	 



     


    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	 	A-6-7	 



     


    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    	 	A-6-8	 



     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


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


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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.


 


 



 


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


 


2      Book-Entry Certificate
legend.


 






    	 	A-7-1	 



     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE 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 NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $35,232,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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 Certificate Balance, 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	 	A-7-6	 



     


    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	 	A-7-7	 



     


    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    	 	A-7-8	 



     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


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


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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-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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[THIS CLASS X-C CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL OTHER THAN A PAYMENT OF $100 ON THE FIRST DISTRIBUTION DATE.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-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 NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-C CERTIFICATES AS OF THE CLOSING DATE: $41,899,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-C-1] [X-C-S-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 Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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 Certificate Balance, 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-8-6



    	 



    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-8-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    	A-8-8



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


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 X-D CERTIFICATE


 


CLASS X-D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 


1
    Temporary Regulation S Book-Entry Certificate legend.


 


2
    Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
    Book-Entry Certificate legend.



 






    	A-9-1



    	 



    

 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[THIS CLASS X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D-1 AND CLASS D-2 CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 






    	A-9-2



    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-D CERTIFICATES AS OF THE CLOSING DATE: $43,802,000 
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [X-D-1] [X-D-S-1] 






 






    	A-9-3



    	 



    

 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate 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-D Certificates issued by the Trust Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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-D


 



    	A-9-4



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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 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-9-5



    	 



    

 


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-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Certificate Balance, 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-9-6



    	 



    

 


(vi)   
   to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing
Agreement or any other change; provided that the required action shall not adversely affect in any material respect the
interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)   
 to modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either
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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-9-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement 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 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 either Trust REMIC, or cause either 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 Fund’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


Following the
date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.



    	A-9-8



    	 



    

 


The obligations
created by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-9-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-9-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-9-12



    	 



    


 












EXHIBIT
A-10


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 



  


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


 


2
    Book-Entry Certificate legend.



 



    	A-10-1



    	 



    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C AND CLASS X-D CERTIFICATES AS
AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 









    	A-10-2



    	 



    

  


	
        PASS-THROUGH RATE: 4.0226%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $40,946,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [A-S-1]



  






    	A-10-3



    	 



    

 





CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S


 



    	A-10-4



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-10-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    	A-10-6



    	 



    

 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-10-7



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    	A-10-8



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-10-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-10-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-10-12



    	 



    


 







EXHIBIT A-11


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 









 


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


 


2    Book-Entry Certificate legend.



  



    		A-11-1	



     


    

 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D AND CLASS A-S CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    		A-11-2	



     


    


 


	
        PASS-THROUGH RATE: 4.2743%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $35,232,000

        
	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [B-1]

	 	 







    		A-11-3	



     


    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate 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 Fund created
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 B


 



    		A-11-4	



     


    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-11-5	



     


    

 


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 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    		A-11-6	



     


    

 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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 thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects 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 51% 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


 



    		A-11-7	



     


    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    		A-11-8	



     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:      November
30, 2015


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 



    		A-11-10	



     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


  








    		A-11-11	



     


    

 


DISTRIBUTION INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 









    		A-11-12	



     


    



 


EXHIBIT A-12


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND
WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 









 


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


 


2
     Book-Entry Certificate legend.


  



    		A-12-1	



     


    

 



MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON
THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S AND CLASS B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    		A-12-2	



     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $41,899,000

        
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [C-1] 

	 	 	 







    		A-12-3	



     


    

 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate 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 Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 C


 



    		A-12-4	



     


    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-12-5	



     


    

 


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 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 






    		A-12-6	



     


    

 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto 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 3.30 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 3.30 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 thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects 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 51% 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


 



    		A-12-7	



     


    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 






    		A-12-8	



     


    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:      November
30, 2015


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    		A-12-10	



     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)


 


Additional abbreviations
may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    		A-12-11	



     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    		A-12-12	



     


    




 




EXHIBIT
A-13


 


FORM OF CLASS D-1 CERTIFICATE


 


CLASS D-1


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33





 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES





 


SERIES
2015-C33, CLASS D-1


 


[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 SENIOR TRUST ADVISOR, 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.


 


[IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE CLASS D-2 CERTIFICATES, MAY BE EXCHANGED,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR THE CLASS D CERTIFICATES.]


 


[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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B AND
CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    	 	A-13-2	



    


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D-1
        CERTIFICATES AS OF THE CLOSING DATE: $23,805,000

        
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [D-1-1] [D-1-S-1]

	 	 	 







    	 	A-13-3	



    


    


 


CLASS
D-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 Certificate 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-1 Certificates issued by the Trust Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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-1 Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 D-1


 






    	 	A-13-4	



    


    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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 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-13-5	



    


    

 


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 D-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.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class D-2 Certificates,
may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class D Certificates.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either Trust REMIC or any of the Certificateholders
(other


 



    	 	A-13-6	



    


    

 


than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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 thereto 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 3.30 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 3.30 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 thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 






    	 	A-13-7	



    


    

 


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 51% 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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C Certificates are retired (and
provided that there is only one Holder (or multiple Holders


 



    	 	A-13-8	



    


    

 


acting in unanimity) of the then-outstanding Certificates (other
than the Class Z and 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 Z and 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 Fund 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 Fund 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 Fund 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:	November
                                         30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D-1  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 D-2 CERTIFICATE


 


CLASS D-2


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


 


SERIES
2015-C33, CLASS D-2


 


[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 SENIOR TRUST ADVISOR, 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.


 


[IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE CLASS D-1 CERTIFICATES, MAY BE EXCHANGED,
PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR THE CLASS D CERTIFICATES.]


 


[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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS
C AND CLASS D-1 CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]





 




    		A-14-2	



    


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D-2
        CERTIFICATES AS OF THE CLOSING DATE: $19,997,000

        
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [D-2-1] [D-2-S-1]

	 	 	 







    		A-14-3	



    


    


 


CLASS
D-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 Certificate 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-2 Certificates issued by the Trust Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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-2 Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 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 D-2


 



    		A-14-4	



    


    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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 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-14-5	



    


    

 


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 D-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.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class D-1 Certificates,
may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for the Class D Certificates.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either Trust REMIC or any of the Certificateholders
(other


 



    		A-14-6	



    


    

 


than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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 thereto 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 3.30 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 3.30 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 thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 






    		A-14-7	



    


    

 


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 51% 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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C Certificates are retired (and
provided that there is only one Holder (or multiple Holders


 



    		A-14-8	



    


    

 


acting in unanimity) of the then-outstanding Certificates (other
than the Class Z and 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 Z and 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 Fund 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 Fund 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 Fund 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-14-9	



    


    


 











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:	November
                                         30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D-2  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    		A-14-10	



    


    







  


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-14-11	



    


    







 


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-14-12	



    


    


  


EXHIBIT
A-15


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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.


 


[IN ADDITION, SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR THE EXCHANGEABLE CERTIFICATES PURSUANT
TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[THIS CERTIFICATE REPRESENTS A BENEFICIAL
INTEREST IN CERTAIN “REGULAR INTERESTS” 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND
WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND 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 SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-15-2



    	 



    








 


	
        PASS-THROUGH RATE: N/A. The
        Class D Certificates will only receive distributions of interest that are otherwise         distributable to the Class D-1
        and Class D-2 Certificates (the “Exchangeable Certificates”) exchanged for such         Class D
        Certificates.

         

        DENOMINATION: $[_____]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D
        CERTIFICATES AS OF THE CLOSING DATE: $43,802,000 (represents the maximum
        principal balance of the CLASS D Certificates that could be issued in an exchange)
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [D-1] [D-S-1]

         

	 	 	 



    	A-15-3



    	 



    


 



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 Certificate 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 Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, SERIES 2015-C33 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 Fund.


 


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 beneficial interest in certain “regular interests” 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.


 


The initial Certificate
Balance of the Class D Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates
and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class D
Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates
exchanged for such Class D Certificates.


 


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 Exchangeable Certificates


 


    	A-15-1



    	 



    

 


exchanged for the Class D 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 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.


 


The Class D Certificates
will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such
Class D Certificates. Interest on the Exchangeable Certificates exchanged for the Class D Certificates 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 related Pass-Through Rate specified on the Certificate Balance of each such 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 Distribution Amount to be distributed on the Exchangeable Certificates exchanged for 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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


 


    	A-15-2



    	 



    

 


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.


 


In addition, subject
to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates
pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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


 


    	A-15-3



    	 



    

 


the risk of imposition of any tax on the Trust Fund or either 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 Fund, either 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 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 thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g 5 Information Provider’s Website


 


    	A-15-4



    	 



    

 


pursuant to Section
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects 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 51% 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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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


 


    	A-15-5



    	 



    

 


remedies in respect of any related Mortgage Loan) and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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 Fund 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 Fund 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 Fund 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-15-6



    	 



    
 





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:	November 30, 2015



 


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-15-7



    	 



    







  


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-15-8



    	 



    







 


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-15-9



    	 



    


 



EXHIBIT
A-16


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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-16-1



    	 



    

 


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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN 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 GOVERNMENTAL 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND 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


 


    	A-16-2



    	 



    

 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B,
CLASS C, CLASS D-1 AND CLASS D-2 CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 


    	A-16-3



    	 



    

 


 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS E
        CERTIFICATES AS OF THE CLOSING DATE: $19,997,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [E-1] [E-S-1] 

	 	 	 



    	A-16-4



    	 



    


 


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 Certificate 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 Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 


    	A-16-5



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-16-6



    	 



    

 


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 $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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 


    	A-16-7



    	 



    

 


(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 thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 


    	A-16-8



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 


    	A-16-9



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-16-10



    	 



    


 

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	November 30, 2015



 


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-16-11



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-16-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-16-13



    	 



    


 



EXHIBIT
A-17


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN 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 GOVERNMENTAL 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND 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


 


    	A-17-2



    	 



    

 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS
C, CLASS D-1, CLASS D-2 AND CLASS E 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 NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS F
        CERTIFICATES AS OF THE CLOSING DATE: $8,570,000
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [F-1] [F-S-1]

	 	 	 



    	A-17-4



    	 



    


 



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 Certificate 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 Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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-17-5



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-17-6



    	 



    

 


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 F 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 


    	A-17-7



    	 



    

 


(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 thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 


    	A-17-8



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 


    	A-17-9



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund 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:	November 30, 2015



 


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-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-18


 


FORM OF CLASS G CERTIFICATE


 


CLASS G


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, CLASS G


 


[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 SENIOR TRUST ADVISOR, 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-18-1



    	 



    




 


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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN 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 GOVERNMENTAL 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND 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


 



    	A-18-2



    	 



    

 


 THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS
C, CLASS D-1, CLASS D-2, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]


 









    	A-18-3



    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1,
        2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS G
        CERTIFICATES AS OF THE CLOSING DATE: $15,236,000

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [G-1] [G-S-1]

	 	 	 







    	A-18-4



    	 



    

 


CLASS
G CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate 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 G Certificates issued by the Trust Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 G Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 



    	A-18-5



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-18-6



    	 



    

 


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 G 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 



    	A-18-7



    	 



    




 


(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 thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-18-8



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 



    	A-18-9



    	 



    




 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    	A-18-10



    	 



    

 


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:      November
30, 2015


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





  




    	A-18-11



    	 



    

 


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-18-12



    	 



    

 





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-18-13



    	 



    

 


EXHIBIT
A-19


 


FORM OF CLASS NR CERTIFICATE


 


CLASS NR


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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-19-1



    	 



    




 


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) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN 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 GOVERNMENTAL 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 COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND 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


 



    	A-19-2



    	 



    

 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS
C, CLASS D-1, CLASS D-2, CLASS E, CLASS F AND CLASS G CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-19-3



    	 



    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING
        AND SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

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

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS NR
        CERTIFICATES AS OF THE CLOSING DATE: $22,835,212

         
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [NR-1] [NR-S-1]

	 	 	 












    	A-19-4



    	 



    

 


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 Certificate 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 Fund created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 NR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each


 



    	A-19-5



    	 



    

 


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 Distribution Amount 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.


 


Collateral Support Deficit,
Certificate Deferred Interest 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 Collateral Support Deficit or Certificate
Deferred Interest 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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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-19-6



    	 



    

 


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 $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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 Non-U.S. Tax Person;


 



    	A-19-7



    	 



    




 


(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 thereto 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 3.30 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 3.30 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
thereto as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


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)
materially and adversely affects 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 51% 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


 



    	A-19-8



    	 



    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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.


 



    	A-19-9



    	 



    




 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund 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 Fund 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 Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    	A-19-10



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 


Dated:      November
30, 2015


 


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-19-11



    	 



    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:  





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)


 


Additional abbreviations
may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.



  





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


             




	 	 
	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a
commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.









    	A-19-12



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 










    	A-19-13



    	 



    

 




EXHIBIT A-20


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, 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 SENIOR TRUST ADVISOR, 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-20-1	 



     


    

 


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, “NON-U.S. 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
AND THE CERTIFICATE ADMINISTRATOR 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-20-2	 



     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY 

THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER
        17, 2015

         

        CLASS R PERCENTAGE INTEREST: [100%]
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-1

         

	 	 	 	 	 










    	 	A-20-3	 



     


    

 


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 Certificate 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 Fund created pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (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 and the Senior Trust Advisor. 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 JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


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 Master Servicer is hereby irrevocably
designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.


 


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 registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or 

 


    	 	A-20-4	 



     


    

 


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 Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five 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 Collateral Support Deficit 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
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under Section 5.03(n)
of the Pooling and Servicing Agreement to deliver payments to a Person other than such Person. 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 or agent thereof


 



    	 	A-20-5	 



     


    

 


(including a nominee, middleman
or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such
Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master
Servicer, the Trustee and 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 or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax
Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound
by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Tax Person, 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) to require
a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such
Class R Certificate 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 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 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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-20-6	 



     


    

 


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
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 Fund or either 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 Fund, either 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 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 thereto 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 3.30 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 3.30 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 thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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


 



    	 	A-20-7	 



     


    

 


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
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects 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 51% 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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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-20-8	 



     


    

 


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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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 Fund’s
portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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 Fund 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 Fund 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 Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.





  



    	 	A-20-9	 



     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	November
30, 2015





 


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-20-10	 



     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  






 






    	 	A-20-11	 



     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:





Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to _________________________________ for the account of __________________________________ account
number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 






    	 	A-20-12	 



     


    

 


EXHIBIT A-21


 


FORM OF CLASS Z CERTIFICATE


 


CLASS Z


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C33, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 



    	 	A-21-1	 



     


    

 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 



    	 	A-21-2	 



     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS 

CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: NOVEMBER 30, 2015

         

        FIRST DISTRIBUTION DATE:

        DECEMBER 17, 2015

         

        CLASS Z PERCENTAGE INTEREST: [100%] 
	 	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: TORCHLIGHT
        LOAN SERVICES, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [Z-1] 

	 	 	 



    	 	A-21-3	 



     


    


 


CLASS
Z CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT Torchlight
Debt Opportunity Fund IV Holdings (Cayman), LP is the registered owner of the interest evidenced by this Certificate in
the Class Z Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2015 (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 and the Senior Trust Advisor.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class Z Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 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 Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, 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 the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
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-21-4	 



     


    

 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate 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 Certificate 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 Certificate 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 Fund.


 


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 in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class Z Certificates
will be issued in full, 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 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.


 



    	 	A-21-5	 



     


    

 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer 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 Master
Servicer, the Special Servicer, 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 Supplement 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 Certificate 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 either
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 Fund or either 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 Fund, either 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 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 thereto 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 3.30 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

 



    	 	A-21-6	 



     


    



 


Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 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 thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 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 Event has not occurred and is not continuing and with respect to the 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 either 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 3.30 of the Pooling and Servicing Agreement); and


 


(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
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


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)
materially and adversely affects 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 51% 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


 



    	 	A-21-7	 



     


    

 


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 3.30 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 Senior Trust Advisor, 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 Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
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 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 either Trust REMIC, or cause either 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 Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund 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
Fund’s portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B and Class C 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 Z and 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 Z and 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 Fund 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 Fund 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 Fund 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.


 






    	 	A-21-8	 



     


    

  


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	 	A-21-9	 



     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


November 30, 2015








 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY








 



    	 	A-21-10	 



     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  






 



    	 	A-21-11	 



     


    

 


DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.





 



    	 	A-21-12	 



     


    








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE 










 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	Property Address	 	City	 	State	 	Zip Code
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	32 Avenue of the Americas	 	New York	 	NY	 	10013
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	5401 North Scottsdale Road	 	Scottsdale	 	AZ	 	85250
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	300 & 600 Colonial Promenade Parkway	 	Alabaster	 	AL	 	35007
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	100 The City Drive South	 	Orange	 	CA	 	92868
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	12757 Coursey Boulevard	 	Baton Rouge	 	LA	 	70816
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	Various	 	Various	 	Various	 	Various
	6.01	 	Barclays	 	 	 	1985 West 2550 South	 	West Haven	 	UT	 	84401
	6.02	 	Barclays	 	 	 	2885 Western Boulevard	 	Jacksonville	 	NC	 	28546
	6.03	 	Barclays	 	 	 	87 Garner Road	 	Spartanburg	 	SC	 	29303
	6.04	 	Barclays	 	 	 	4534 Bristol Highway	 	Johnson City	 	TN	 	37061
	6.05	 	Barclays	 	 	 	725 Southwest Wilshire Boulevard	 	Burleson	 	TX	 	76028
	6.06	 	Barclays	 	 	 	6574 North 76th Street	 	Milwaukee	 	WI	 	53233
	6.07	 	Barclays	 	 	 	4160 Bemiss Road	 	Valdosta	 	GA	 	31605
	6.08	 	Barclays	 	 	 	7540 West Tennessee Street	 	Tallahassee	 	FL	 	32304
	6.09	 	Barclays	 	 	 	601 East Georgia Avenue	 	Ruston	 	LA	 	71270
	6.1	 	Barclays	 	 	 	5075 Cypress Street	 	West Monroe	 	LA	 	71291
	6.11	 	Barclays	 	 	 	7310 New Kings Road	 	Jacksonville	 	FL	 	32219
	6.12	 	Barclays	 	 	 	4226 Socastee Boulevard	 	Myrtle Beach	 	SC	 	29588
	6.13	 	Barclays	 	 	 	1201 Woodman Road	 	Janesville	 	WI	 	53545
	6.14	 	Barclays	 	 	 	2705 Clovis Road	 	Lubbock	 	TX	 	79415
	6.15	 	Barclays	 	 	 	15 Peach Road	 	Byron	 	GA	 	31008
	6.16	 	Barclays	 	 	 	8330 West Judge Perez Drive	 	Chalmette	 	LA	 	70043
	6.17	 	Barclays	 	 	 	822 4th Street	 	Beloit	 	WI	 	53511
	6.18	 	Barclays	 	 	 	3140 Cummings Highway	 	Chattanooga	 	TN	 	37419
	6.19	 	Barclays	 	 	 	2314 Broadway Avenue	 	Alexandria	 	LA	 	71302
	6.2	 	Barclays	 	 	 	2904 North Roan Street	 	Johnson City	 	TN	 	37601
	6.21	 	Barclays	 	 	 	3211 Pontchartrain Drive	 	Slidell	 	LA	 	70458
	6.22	 	Barclays	 	 	 	3101 Randleman Road	 	Greensboro	 	NC	 	27406
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	8585 Sienna Springs Boulevard	 	Missouri City	 	TX	 	77459
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	11070 Mead Road	 	Baton Rouge	 	LA	 	70816
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	3031 & 2943 West Grand Boulevard	 	Detroit	 	MI	 	48202
	10	 	LCF	 	BW Hutton Creek LLC	 	3525 Country Square Drive	 	Carrollton	 	TX	 	75006
	11	 	Barclays	 	Polo Club Limited Partnership	 	39352 Polo Club Drive	 	Farmington Hills	 	MI	 	48335
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	8100 Perry Street	 	Overland Park	 	KS	 	66204
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	9227-9331 Coors Boulevard Northwest	 	Albuquerque	 	NM	 	87114
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	12001 Avalon Lake Drive	 	Orlando	 	FL	 	32828
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	6702-6762 West Camelback Road	 	Glendale	 	AZ	 	85303
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	8550-8560 Commonwealth Avenue	 	Buena Park	 	CA	 	90621
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	 	1150 West State Road 84	 	Fort Lauderdale	 	FL	 	33315
	18	 	JPMCB	 	C-K Forestwood LLC	 	10795 Mead Road	 	Baton Rouge	 	LA	 	70816
	19	  	Barclays	  	Marquise EP, LLC	 	1700 Treehouse Parkway	 	Norcross	 	GA	 	30093
	20	 	Barclays	 	Boston West Hospitality, LLC	 	4 Highwood Drive	 	Tewksbury	 	MA	 	01876
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	5150 Airport Road	 	Colorado Springs	 	CO	 	80916
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	22910-22921 Imperial Valley Drive & 331 Parramatta Lane	 	Houston	 	TX	 	77073
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	12100 Park Boulevard	 	Seminole	 	FL	 	33772
	24	 	Barclays	 	Sitex Town Center, LLC	 	13300 Tanja King Boulevard	 	Orlando	 	FL	 	32828
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	Various	 	Various	 	IN	 	Various
	25.01	 	Barclays	 	 	 	6417 Lima Road	 	Fort Wayne	 	IN	 	46818
	25.02	 	Barclays	 	 	 	6723 West Jefferson Boulevard	 	Fort Wayne	 	IN	 	46804
	25.03	 	Barclays	 	 	 	1125 East Dupont Road	 	Fort Wayne	 	IN	 	46825
	25.04	 	Barclays	 	 	 	1415 West Dupont Road	 	Fort Wayne	 	IN	 	46825
	25.05	 	Barclays	 	 	 	1013 West Votaw Street	 	Portland	 	IN	 	47371
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	100 Paterson Plank Road	 	Carlstadt	 	NJ	 	07072


 






    	B-1



    	 



    




 


EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE 



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	Property Address	 	City	 	State	 	Zip Code
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	12100 Park Boulevard	 	Seminole	 	FL	 	33772
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	3599 Lee Circle	 	Prescott	 	AZ	 	86301
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	4750 East Cotton Center Boulevard	 	Phoenix	 	AZ	 	85040
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	26802-26946 Cherry Hills Boulevard	 	Menifee	 	CA	 	92586
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	23026-23036 Soledad Canyon Road & 26210-26270 Bouquet Canyon Road	 	Santa Clarita	 	CA	 	91350
	32	 	LCF	 	LRS Jenks OK LLC	 	446 South Elm Street	 	Jenks	 	OK	 	74037
	33	 	Barclays	 	SE Sherman, LLC	 	1040 Sherman Street	 	San Diego	 	CA	 	92110
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	205 North Federal Highway	 	Dania Beach	 	FL	 	33004
	35	 	Barclays	 	Abigail Acquisition LLC	 	369 East Gay Street	 	Columbus	 	OH	 	43215
	36	 	JPMCB	 	C-K Breckenridge LLC	 	3209 Greendale Road	 	Vestavia	 	AL	 	35243
	37	 	Barclays	 	1106 S. Euclid, LLC	 	1106 Euclid Street	 	Champaign	 	IL	 	61820
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	6171 Bert Kouns Industrial Loop	 	Shreveport	 	LA	 	71129
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	8437 Cedros Avenue	 	Panorama City	 	CA	 	91402
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	74145 Louisiana 25	 	Covington	 	LA	 	70435
	41	 	RCMC	 	Mansfield Country Square LLC	 	321 School Street	 	Mansfield	 	MA	 	02048
	42	 	Barclays	 	View Pointe Leeward, LLC	 	2959 Leeward Avenue	 	Los Angeles	 	CA	 	90005
	43	 	LCF	 	OMS RTP, LLC	 	5223 Page Road	 	Durham	 	NC	 	27703
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	19120 U.S. Highway 190 East	 	Hammond	 	LA	 	70401
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	5252 East 82nd Street	 	Indianapolis	 	IN	 	46250
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	69201 Louisiana Highway 59	 	Mandeville	 	LA	 	70471
	47	 	Barclays	 	8522 C Avenue, LLC	 	8522 C Avenue	 	Hesperia	 	CA	 	92345
	48	 	Barclays	 	10800 S. Main Street, LLC	 	10800 South Main Street	 	Los Angeles	 	CA	 	90061
	49	 	LCF	 	OMS Ventures, LLC	 	118 East Woodlawn Road	 	Charlotte	 	NC	 	28217
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	5708-5712 Fayette Street	 	Los Angeles	 	CA	 	90042
	51	 	Barclays	 	7520 S. Broadway, LLC	 	7520 South Broadway	 	Los Angeles	 	CA	 	90003
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	7862 Lankershim Avenue	 	Highland	 	CA	 	92346
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	6717 Darby Avenue	 	Reseda	 	CA	 	91335
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	7934 Laurel Canyon Boulevard	 	North Hollywood	 	CA	 	91605
	55	   	Barclays	 	13199 Ocotillo Road, LLC	 	13199 Ocotillo Road	 	Desert Hot Springs	 	CA	 	92240
	56	 	Barclays	   	38665 12th Street East, LLC	 	38665 12th Street East	 	Palmdale	 	CA	 	93550
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	2339 Lincoln Park Avenue	 	Los Angeles	 	CA	 	90031
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	15234 Sunburst Street	 	North Hills	 	CA	 	91343
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	16235 Randall Avenue	 	Fontana	 	CA	 	92335
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	2911 Leeward Avenue	 	Los Angeles	 	CA	 	90005
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	11651 & 11652 York Avenue	 	Hawthorne	 	CA	 	90250
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	25847 9th Street	 	San Bernardino	 	CA	 	92410
	63	 	LCF	 	LDG Wilmington IL LLC	 	1000 South Water Street	 	Wilmington	 	IL	 	60481
	64	 	LCF	 	LDG Danville IL LLC	 	100-198 North North Street	 	Danville	 	IL	 	61832


 






    	B-2



    	 



    

 





EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE 



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	 	County	 	Property Name	 	Size 	 	Measure	 	Mortgage Rate in

Effect at Origination

(%) 	 	 Net Mortgage

Rate in Effect

at the Cut-off

Date (%)	 	Original Principal

Balance 
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	New York	 	32 Avenue of the Americas	 	1,163,051	 	Square Feet	 	4.83200	 	4.81830	 	125,000,000
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	Maricopa	 	DoubleTree Paradise Valley Resort Scottsdale	 	378	 	Rooms	 	4.70600	 	4.69230	 	48,020,000
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	Shelby	 	Propst Promenade	 	292,458	 	Square Feet	 	4.77000	 	4.75630	 	39,000,000
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	Orange	 	DoubleTree Anaheim - Orange County	 	461	 	Rooms	 	4.55000	 	4.53630	 	30,000,000
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	East Baton Rouge	 	Sherwood Acres Apartments	 	604	 	Units	 	4.34500	 	4.33130	 	28,254,000
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	Various	 	ExchangeRight Net Leased Portfolio 10	 	205,575	 	Square Feet	 	4.37900	 	4.36530	 	24,420,000
	6.01	 	Barclays	 	 	 	Weber	 	Tractor Supply - West Haven, UT	 	22,205	 	Square Feet	 	4.37900	 	 	 	   2,625,000
	6.02	 	Barclays	 	 	 	Onslow	 	PNC Bank, N.A. - Jacksonville, NC	 	6,061	 	Square Feet	 	4.37900	 	 	 	   2,550,000
	6.03	 	Barclays	 	 	 	Spartanburg	 	CVS Pharmacy - Spartanburg, SC	 	13,136	 	Square Feet	 	4.37900	 	 	 	   2,200,000
	6.04	 	Barclays	 	 	 	Washington	 	Tractor Supply - Johnson City, TN	 	18,886	 	Square Feet	 	4.37900	 	 	 	   1,837,000
	6.05	 	Barclays	 	 	 	Johnson	 	Advance Auto Parts - Burleson, TX	 	6,889	 	Square Feet	 	4.37900	 	 	 	   1,138,000
	6.06	 	Barclays	 	 	 	Milwaukee	 	Advance Auto Parts - Milwaukee, WI	 	6,839	 	Square Feet	 	4.37900	 	 	 	   1,100,000
	6.07	 	Barclays	 	 	 	Lowndes	 	Dollar General - Valdosta, GA	 	9,313	 	Square Feet	 	4.37900	 	 	 	   1,100,000
	6.08	 	Barclays	 	 	 	Leon	 	Dollar General - Tallahassee, FL	 	9,175	 	Square Feet	 	4.37900	 	 	 	   1,000,000
	6.09	 	Barclays	 	 	 	Lincoln	 	Family Dollar - Ruston, LA	 	8,546	 	Square Feet	 	4.37900	 	 	 	990,000
	6.1	 	Barclays	 	 	 	Ouachita	 	Family Dollar - West Monroe, LA	 	8,320	 	Square Feet	 	4.37900	 	 	 	950,000
	6.11	 	Barclays	 	 	 	Duval	 	Dollar Tree - Jacksonville, FL	 	9,217	 	Square Feet	 	4.37900	 	 	 	920,000
	6.12	 	Barclays	 	 	 	Horry	 	Family Dollar - Myrtle Beach, SC	 	8,532	 	Square Feet	 	4.37900	 	 	 	900,000
	6.13	 	Barclays	 	 	 	Rock	 	Napa Auto Parts - Janesville, WI	 	5,985	 	Square Feet	 	4.37900	 	 	 	880,000
	6.14	 	Barclays	 	 	 	Lubbock	 	Dollar General - Lubbock, TX	 	9,227	 	Square Feet	 	4.37900	 	 	 	800,000
	6.15	 	Barclays	 	 	 	Peach	 	Dollar General - Byron, GA	 	9,120	 	Square Feet	 	4.37900	 	 	 	720,000
	6.16	 	Barclays	 	 	 	Saint Bernard	 	Family Dollar - Chalmette, LA	 	9,200	 	Square Feet	 	4.37900	 	 	 	720,000
	6.17	 	Barclays	 	 	 	Rock	 	Napa Auto Parts - Beloit, WI	 	5,809	 	Square Feet	 	4.37900	 	 	 	680,000
	6.18	 	Barclays	 	 	 	Hamilton	 	O’Reilly Auto Parts - Chattanooga, TN	 	6,821	 	Square Feet	 	4.37900	 	 	 	680,000
	6.19	 	Barclays	 	 	 	Rapides	 	Dollar General - Alexandria, LA	 	9,148	 	Square Feet	 	4.37900	 	 	 	680,000
	6.2	 	Barclays	 	 	 	Washington	 	AutoZone - Johnson, TN	 	9,455	 	Square Feet	 	4.37900	 	 	 	665,000
	6.21	 	Barclays	 	 	 	Saint Tammany	 	O’Reilly Auto Parts - Slidell, LA	 	6,827	 	Square Feet	 	4.37900	 	 	 	655,000
	6.22	 	Barclays	 	 	 	Guilford	 	Advance Auto Parts - Greensboro, NC	 	6,864	 	Square Feet	 	4.37900	 	 	 	630,000
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	Fort Bend	 	The Villas at Sienna Plantation	 	190	 	Units	 	4.44700	 	4.43330	 	19,740,000
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	East Baton Rouge	 	Willowbend Lake Apartments	 	360	 	Units	 	4.34500	 	4.33130	 	19,702,000
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	Wayne	 	New Center One Building	 	507,966	 	Square Feet	 	4.76000	 	4.69880	 	19,000,000
	10	 	LCF	 	BW Hutton Creek LLC	 	Dallas	 	Hutton Creek Apartments	 	258	 	Units	 	4.65000	 	4.63630	 	18,500,000
	11	 	Barclays	 	Polo Club Limited Partnership	 	Oakland	 	Polo Club at Farmington Hills	 	281	 	Units	 	4.46000	 	4.41630	 	18,250,000
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	Johnson	 	Aspen Lodge Apartments	 	298	 	Units	 	4.34500	 	4.33130	 	17,813,000
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	Bernalillo	 	Plaza Paseo Del Norte	 	183,718	 	Square Feet	 	4.49600	 	4.48230	 	17,350,000
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	Orange	 	Town Center II	 	117,227	 	Square Feet	 	4.60500	 	4.56130	 	15,750,000
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	Maricopa	 	Los Altos Ranch Market Center	 	106,828	 	Square Feet	 	4.69000	 	4.64880	 	15,500,000
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	Orange	 	Fullerton Court	 	187	 	Units	 	4.64500	 	4.63130	 	15,200,000
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	 	Broward	 	Holiday Inn Express Ft Lauderdale Air/Cruise Port	 	100	 	Rooms	 	4.66000	 	4.64630	 	15,000,000
	18	 	JPMCB	 	C-K Forestwood LLC	 	East Baton Rouge	 	Forestwood Apartments	 	272	 	Units	 	4.34500	 	4.33130	 	14,789,000
	19	 	Barclays	 	Marquise EP, LLC	 	Gwinnett	 	Marquis Estates	 	300	 	Units	 	4.70000	 	4.65630	 	13,950,000
	20	 	Barclays	 	Boston West Hospitality, LLC	 	Middlesex	 	Holiday Inn - Tewksbury, MA	 	227	 	Rooms	 	4.46800	 	4.45430	 	12,500,000
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	El Paso	 	Canyon Ridge	 	250	 	Pads	 	4.48000	 	4.46630	 	11,750,000
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	Harris	 	Mira Bella and San Martin	 	378	 	Units	 	4.47600	 	4.43230	 	11,430,000
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	Pinellas	 	Buena Vista I Apartments	 	208	 	Units	 	4.34500	 	4.33130	 	10,990,000
	24	 	Barclays	 	Sitex Town Center, LLC	 	Orange	 	Town Center III	 	95	 	Units	 	4.57000	 	4.52630	 	10,300,000
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	Various	 	Fort Wayne Retail Portfolio	 	78,475	 	Square Feet	 	4.85800	 	4.84430	 	10,050,000
	25.01	 	Barclays	 	 	 	Allen	 	Lima Road Plaza	 	15,340	 	Square Feet	 	4.85800	 	 	 	   2,567,382
	25.02	 	Barclays	 	 	 	Allen	 	Jefferson Plaza	 	16,750	 	Square Feet	 	4.85800	 	 	 	   2,437,153
	25.03	 	Barclays	 	 	 	Allen	 	Pine Valley Crossing	 	12,415	 	Square Feet	 	4.85800	 	 	 	   1,860,422
	25.04	 	Barclays	 	 	 	Allen	 	Max Fitness	 	19,200	 	Square Feet	 	4.85800	 	 	 	   1,748,797
	25.05	 	Barclays	 	 	 	Jay	 	Portland Commons	 	14,770	 	Square Feet	 	4.85800	 	 	 	   1,436,246
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	Bergen	 	Holiday Inn Express & Suites Meadowlands	 	100	 	Rooms	 	4.60000	 	4.58630	 	10,000,000


 






    	B-3



    	 



    







 





EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE 



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	County	 	Property Name	 	Size 	 	Measure	 	 Mortgage Rate in

Effect at Origination

(%) 	 	Net
Mortgage

Rate in Effect

at the Cut-off

Date (%) 	 	 Original
Principal

Balance
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	Pinellas	 	Buena Vista II Apartments	 	206	 	Units	 	4.34500	 	4.33130	 	   9,880,000
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	Yavapai	 	Residence Inn - Prescott, AZ	 	92	 	Rooms	 	4.95000	 	4.93630	 	   9,350,000
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	Maricopa	 	Homewood Suites - Phoenix Airport	 	125	 	Rooms	 	4.91000	 	4.89630	 	   9,250,000
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	Riverside	 	Cherry Hills Plaza	 	87,004	   	Square Feet	   	4.96000	 	4.94630	 	   9,000,000
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	Los Angeles	 	Crossroads Center	 	35,506	 	Square Feet	 	4.58000	 	4.56630	 	   8,800,000
	32	 	LCF	 	LRS Jenks OK LLC	 	Tulsa	 	Reasor’s Foods	 	80,932	 	Square Feet	 	5.33000	 	5.31630	 	   8,750,000
	33	 	Barclays	 	SE Sherman, LLC	 	San Diego	 	Storage Etc. Sherman Street	 	780	 	Units	 	4.76000	 	4.74630	 	   8,500,000
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	Broward	 	Holiday Inn Express & Suites Dania Beach	 	75	 	Rooms	 	4.66000	 	4.64630	 	   8,000,000
	35	 	Barclays	 	Abigail Acquisition LLC	 	Franklin	 	The Abigail	 	147	 	Beds	 	4.62000	 	4.55880	 	   7,200,000
	36	 	JPMCB	 	C-K Breckenridge LLC	 	Jefferson	 	Breckenridge Apartments	 	120	 	Units	 	4.34500	 	4.33130	 	   6,964,000
	37	 	Barclays	 	1106 S. Euclid, LLC	 	Champaign	 	1106 South Euclid Apartments	 	84	 	Beds	 	4.56000	 	4.54630	 	   6,000,000
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	Caddo	 	River Oaks Apartments	 	188	 	Units	 	4.31500	 	4.30130	 	   5,900,000
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	Los Angeles	 	Sun Terrace	 	60	 	Units	 	4.64500	 	4.63130	 	   5,320,000
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	Saint Tammany	 	Omni 2 Covington	 	428	 	Units	 	4.60000	 	4.58630	 	   5,100,000
	41	 	RCMC	 	Mansfield Country Square LLC	 	Bristol	 	The Pavilion - Building A	 	15,346	 	Square Feet	 	4.80000	 	4.78630	 	   4,975,000
	42	 	Barclays	 	View Pointe Leeward, LLC	 	Los Angeles	 	View Pointe	 	46	 	Units	 	4.64500	 	4.63130	 	   4,575,000
	43	 	LCF	 	OMS RTP, LLC	 	Durham	 	Wingate Inn - Durham	 	85	 	Rooms	 	5.04300	 	5.02930	 	   4,500,000
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	Tangipahoa	 	Omni 3 Hammond	 	483	 	Units	 	4.60000	 	4.58630	 	   4,500,000
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	Marion	 	Echelon Building	 	32,832	 	Square Feet	 	4.77400	 	4.76030	 	   4,275,000
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	Saint Tammany	 	Omni 1 Mandeville	 	465	 	Units	 	4.60000	 	4.58630	 	   4,050,000
	47	 	Barclays	 	8522 C Avenue, LLC	 	San Bernardino	 	Hesperia Regency	 	100	 	Units	 	4.64500	 	4.63130	 	   3,670,000
	48	 	Barclays	 	10800 S. Main Street, LLC	 	Los Angeles	 	Evergreen Apartments	 	35	 	Units	 	4.64500	 	4.63130	 	   3,280,000
	49	 	LCF	 	OMS Ventures, LLC	 	Mecklenburg	 	Days Inn Charlotte	 	91	 	Rooms	 	5.05000	 	5.03630	 	   3,200,000
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	Los Angeles	 	Highland Meadows (Fayette)	 	15	 	Units	 	4.64500	 	4.63130	 	   1,775,000
	51	 	Barclays	 	7520 S. Broadway, LLC	 	Los Angeles	 	South View (Broadway)	 	18	 	Units	 	4.64500	 	4.63130	 	   1,340,000
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	San Bernardino	 	Villa De La Rosa	 	60	 	Units	 	4.64500	 	4.63130	 	   3,075,000
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	Los Angeles	 	The Park	 	35	 	Units	 	4.64500	 	4.63130	 	   2,300,000
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	Los Angeles	 	Casa Laurel	 	23	 	Units	 	4.64500	 	4.63130	 	   2,290,000
	55	 	Barclays	 	13199 Ocotillo Road, LLC	 	Riverside	 	White Sands	 	88	 	Units	 	4.64500	 	4.63130	 	   2,290,000
	56	 	Barclays	 	38665 12th Street East, LLC	 	Los Angeles	 	Sunridge	 	24	 	Units	 	4.64500	 	4.63130	 	   1,175,000
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	Los Angeles	 	Highland Springs (Lincoln)	 	12	 	Units	 	4.64500	 	4.63130	 	   1,075,000
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	Los Angeles	 	Sun Pointe	 	27	 	Units	 	4.64500	 	4.63130	 	   2,185,000
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	San Bernardino	 	Randall Townhomes	 	28	 	Units	 	4.64500	 	4.63130	 	   2,000,000
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	Los Angeles	 	Leeward	 	24	 	Units	 	4.64500	 	4.63130	 	   1,900,000
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	Los Angeles	 	York Pointe	 	16	 	Units	 	4.64500	 	4.63130	 	   1,220,000
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	San Bernardino	 	Village Square II	 	18	 	Units	 	4.64500	 	4.63130	 	565,000
	63	 	LCF	 	LDG Wilmington IL LLC	 	Will	 	Dollar General - Wilmington	 	9,002	 	Square Feet	 	5.10000	 	5.08630	 	897,000
	64	 	LCF	 	LDG Danville IL LLC	 	Vermilion	 	Dollar General - Danville	 	9,100	 	Square Feet	 	5.10000	 	5.08630	 	734,500


 






    	B-4



    	 



    

 





EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE


 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	 Cut-off Principal

Balance 	 	Original

Term	 	Remaining
    Term	 	Maturity/ARD

Date	 	Amortiziation

Term	 	Remaining

Amortization

Term for Balloon

Loans	 	 Monthly

Payment 	 	Servicing Fee

Rate
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	 125,000,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	     511,722.22	 	0.00500
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	    47,965,372.63	 	60	 	59	 	10/01/20	 	360	 	359	 	     249,223.08	 	0.00500
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	    39,000,000.00	 	120	 	120	 	11/06/25	 	360	 	360	 	     203,912.88	 	0.00500
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	    30,000,000.00	 	120	 	120	 	11/01/25	 	360	 	360	 	     152,898.16	 	0.00500
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	    28,254,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	     104,008.08	 	0.00500
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	    24,420,000.00	 	120	 	118	 	09/06/25	 	0	 	0	 	 90,597.86	 	0.00500
	6.01	 	Barclays	 	 	 	2,625,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.02	 	Barclays	 	 	 	2,550,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.03	 	Barclays	 	 	 	2,200,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.04	 	Barclays	 	 	 	1,837,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.05	 	Barclays	 	 	 	1,138,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.06	 	Barclays	 	 	 	1,100,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.07	 	Barclays	 	 	 	1,100,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.08	 	Barclays	 	 	 	1,000,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.09	 	Barclays	 	 	 	  990,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.1	 	Barclays	 	 	 	  950,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.11	 	Barclays	 	 	 	  920,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.12	 	Barclays	 	 	 	  900,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.13	 	Barclays	 	 	 	  880,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.14	 	Barclays	 	 	 	  800,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.15	 	Barclays	 	 	 	  720,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.16	 	Barclays	 	 	 	  720,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.17	 	Barclays	 	 	 	  680,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.18	 	Barclays	 	 	 	  680,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.19	 	Barclays	 	 	 	  680,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.2	 	Barclays	 	 	 	  665,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.21	 	Barclays	 	 	 	  655,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	6.22	 	Barclays	 	 	 	  630,000.00	 	120	 	118	 	 	 	0	 	0	 	  	 	 
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	    19,740,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 74,372.37	 	0.00500
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	    19,702,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 72,526.62	 	0.00500
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	    18,954,692.66	 	120	 	118	 	09/01/25	 	360	 	358	 	 99,227.55	 	0.05250
	10	 	LCF	 	BW Hutton Creek LLC	 	    18,500,000.00	 	120	 	120	 	11/06/25	 	360	 	360	 	 95,392.81	 	0.00500
	11	 	Barclays	 	Polo Club Limited Partnership	 	    18,250,000.00	 	120	 	119	 	10/06/25	 	360	 	360	 	 92,036.83	 	0.03500
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	    17,813,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 65,572.87	 	0.00500
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	    17,350,000.00	 	120	 	120	 	11/06/25	 	360	 	360	 	 87,868.67	 	0.00500
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	    15,731,666.75	 	120	 	119	 	10/06/25	 	360	 	359	 	 80,788.56	 	0.03500
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	    15,500,000.00	 	120	 	120	 	11/05/25	 	360	 	360	 	 80,295.72	 	0.03250
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	    15,182,466.64	 	120	 	119	 	10/06/25	 	360	 	359	 	 78,331.25	 	0.00500
	17	   	JPMCB	   	Laxmi Properties, L.L.C.	 	    15,000,000.00	 	120	 	120	 	11/01/25	 	360	 	360	 	 77,435.45	 	0.00500
	18	 	JPMCB	 	C-K Forestwood LLC	 	    14,789,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 54,440.98	 	0.00500
	19	 	Barclays	 	Marquise EP, LLC	 	    13,916,324.62	 	120	 	118	 	09/06/25	 	360	 	358	 	 72,349.97	 	0.03500
	20	 	Barclays	 	Boston West Hospitality, LLC	 	    12,468,374.60	 	120	 	118	 	09/06/25	 	360	 	358	 	 63,098.21	 	0.00500
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	    11,750,000.00	 	120	 	119	 	10/06/25	 	0	 	0	 	 44,597.78	 	0.00500
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	    11,430,000.00	 	120	 	117	 	08/06/25	 	0	 	0	 	 43,344.47	 	0.03500
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	    10,990,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 40,456.17	 	0.00500
	24	 	Barclays	 	Sitex Town Center, LLC	 	    10,287,915.50	 	120	 	119	 	10/06/25	 	360	 	359	 	 52,617.86	 	0.03500
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	    10,038,960.17	 	120	 	119	 	10/06/25	 	360	 	359	 	 53,081.77	 	0.00500
	25.01	 	Barclays	 	 	 	2,564,562.21	 	120	 	119	 	 	 	360	 	359	 	  	 	 
	25.02	 	Barclays	 	 	 	2,434,475.72	 	120	 	119	 	 	 	360	 	359	 	  	 	 
	25.03	 	Barclays	 	 	 	1,858,378.41	 	120	 	119	 	 	 	360	 	359	 	  	 	 
	25.04	 	Barclays	 	 	 	1,746,875.71	 	120	 	119	 	 	 	360	 	359	 	  	 	 
	25.05	 	Barclays	 	 	 	1,434,668.13	 	120	 	119	 	 	 	360	 	359	 	  	 	 
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	    10,000,000.00	 	120	 	120	 	11/01/25	 	360	 	360	 	 51,264.44	 	0.00500


 






    	B-5



    	 



    




 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	 	Cut-off Principal

Balance 	 	Original

Term	   	Remaining
    Term	   	Maturity/ARD

Date	   	Amortiziation

Term	 	Remaining

Amortization

Term for Balloon

Loans	 	 Monthly

Payment 	 	Servicing Fee

Rate
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	9,880,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 36,370.06	 	0.00500
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	9,350,000.00	 	120	 	120	 	11/06/25	 	360	 	360	 	 49,907.49	 	0.00500
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	9,239,961.05	 	120	 	119	 	10/06/25	 	360	 	359	 	 49,148.46	 	0.00500
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	8,990,345.83	 	120	 	119	 	10/06/25	 	360	 	359	 	 48,094.17	 	0.00500
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	8,800,000.00	 	120	 	120	 	11/05/25	 	360	 	360	 	 45,007.58	 	0.00500
	32	 	LCF	 	LRS Jenks OK LLC	 	8,750,000.00	 	120	 	120	 	11/06/25	 	0	 	0	 	 39,512.33	 	0.00500
	33	 	Barclays	 	SE Sherman, LLC	 	8,500,000.00	 	120	 	119	 	10/06/25	 	360	 	360	 	 44,391.27	 	0.00500
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	8,000,000.00	 	120	 	120	 	11/01/25	 	360	 	360	 	 41,298.91	 	0.00500
	35	 	Barclays	 	Abigail Acquisition LLC	 	7,200,000.00	 	120	 	120	 	11/06/25	 	360	 	360	 	 36,996.50	 	0.05250
	36	 	JPMCB	 	C-K Breckenridge LLC	 	6,964,000.00	 	120	 	120	 	11/01/25	 	0	 	0	 	 25,635.74	 	0.00500
	37	 	Barclays	 	1106 S. Euclid, LLC	 	5,992,944.60	 	120	 	119	 	10/06/25	 	360	 	359	 	 30,615.40	 	0.00500
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	5,900,000.00	 	120	 	119	 	10/06/25	 	0	 	0	 	 21,569.01	 	0.00500
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	5,313,863.32	 	120	 	119	 	10/06/25	 	360	 	359	 	 27,415.94	 	0.00500
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	5,094,056.81	 	120	 	119	 	10/01/25	 	360	 	359	 	 26,144.86	 	0.00500
	41	 	RCMC	 	Mansfield Country Square LLC	 	4,975,000.00	 	120	 	120	 	11/05/25	 	360	 	360	 	 26,102.10	 	0.00500
	42	 	Barclays	 	View Pointe Leeward, LLC	 	4,569,722.68	 	120	 	119	 	10/06/25	 	360	 	359	 	 23,576.68	 	0.00500
	43	 	LCF	 	OMS RTP, LLC	 	4,500,000.00	 	120	 	120	 	11/06/25	 	300	 	300	 	 26,419.41	 	0.00500
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	4,494,756.00	 	120	 	119	 	10/01/25	 	360	 	359	 	 23,069.00	 	0.00500
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	4,253,775.14	 	120	 	117	 	08/06/25	 	300	 	297	 	 24,431.57	 	0.00500
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	4,045,280.40	 	120	 	119	 	10/01/25	 	360	 	359	 	 20,762.10	 	0.00500
	47	 	Barclays	 	8522 C Avenue, LLC	 	3,665,766.62	 	120	 	119	 	10/06/25	 	360	 	359	 	 18,912.87	 	0.00500
	48	 	Barclays	 	10800 S. Main Street, LLC	 	3,276,216.48	 	120	 	119	 	10/06/25	 	360	 	359	 	 16,903.06	 	0.00500
	49	 	LCF	 	OMS Ventures, LLC	 	3,200,000.00	 	120	 	120	 	11/06/25	 	240	 	240	 	 21,207.07	 	0.00500
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	1,772,952.52	 	120	 	119	 	10/06/25	 	360	 	359	 	   9,147.23	 	0.00500
	51	 	Barclays	 	7520 S. Broadway, LLC	 	1,338,454.29	 	120	 	119	 	10/06/25	 	360	 	359	 	   6,905.52	 	0.00500
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	3,071,452.95	 	120	 	119	 	10/06/25	 	360	 	359	 	 15,846.62	 	0.00500
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	2,297,346.92	 	120	 	119	 	10/06/25	 	360	 	359	 	 11,852.76	 	0.00500
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	2,287,358.46	 	120	 	119	 	10/06/25	 	360	 	359	 	 11,801.22	 	0.00500
	55	 	Barclays	 	13199 Ocotillo Road, LLC	 	2,287,358.46	 	120	 	119	 	10/06/25	 	360	 	359	 	 11,801.22	 	0.00500
	56	 	Barclays	 	38665 12th Street East, LLC	 	1,173,644.63	 	120	 	119	 	10/06/25	 	360	 	359	 	   6,055.21	 	0.00500
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	1,073,759.98	 	120	 	119	 	10/06/25	 	360	 	359	 	   5,539.87	 	0.00500
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	2,182,479.58	 	120	 	119	 	10/06/25	 	360	 	359	 	 11,260.12	 	0.00500
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	1,997,692.98	 	120	 	119	 	10/06/25	 	360	 	359	 	 10,306.74	 	0.00500
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	1,897,808.33	 	120	 	119	 	10/06/25	 	360	 	359	 	   9,791.41	 	0.00500
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	1,218,592.72	 	120	 	119	 	10/06/25	 	360	 	359	 	   6,287.11	 	0.00500
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	  564,348.26	 	120	 	119	 	10/06/25	 	360	 	359	 	   2,911.66	 	0.00500
	63	 	LCF	 	LDG Wilmington IL LLC	 	  897,000.00	 	120	 	120	 	11/06/25	 	0	 	0	 	   3,875.79	 	0.00500
	64	 	LCF	 	LDG Danville IL LLC	 	  734,500.00	 	120	 	120	 	11/06/25	 	0	 	0	 	   3,173.65	 	0.00500


 






    	B-6



    	 



    

 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	Accrual Type	   	ARD Loan

(Y/N)	 	Revised Rate (%)	 	Title Type
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	Actual/360	 	No	 	 	 	Fee
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	Actual/360	 	No	 	 	 	Fee
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	Actual/360	 	No	 	 	 	Fee
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	Actual/360	 	No	 	 	 	Fee
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	Actual/360	 	No	 	 	 	Fee
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	Actual/360	 	No	 	 	 	Fee
	6.01	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.02	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.03	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.04	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.05	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.06	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.07	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.08	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.09	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.1	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.11	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.12	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.13	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.14	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.15	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.16	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.17	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.18	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.19	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.2	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.21	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	6.22	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	Actual/360	 	No	 	 	 	Fee
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	Actual/360	 	No	 	 	 	Fee
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	Actual/360	 	No	 	 	 	Fee
	10	 	LCF	 	BW Hutton Creek LLC	 	Actual/360	 	No	 	 	 	Fee
	11	 	Barclays	 	Polo Club Limited Partnership	 	Actual/360	 	No	 	 	 	Fee
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	Actual/360	 	No	 	 	 	Fee
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	Actual/360	 	No	 	 	 	Fee
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	Actual/360	 	No	 	 	 	Fee
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	Actual/360	 	No	 	 	 	Fee
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	 	Actual/360	 	No	 	 	 	Fee
	18	 	JPMCB	 	C-K Forestwood LLC	 	Actual/360	 	No	 	 	 	Fee
	19	 	Barclays	 	Marquise EP, LLC	 	Actual/360	 	No	 	 	 	Fee
	20	 	Barclays	 	Boston West Hospitality, LLC	 	Actual/360	 	No	 	 	 	Fee
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	Actual/360	 	No	 	 	 	Fee
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	Actual/360	 	No	 	 	 	Fee
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	Actual/360	 	No	 	 	 	Fee
	24	 	Barclays	 	Sitex Town Center, LLC	 	Actual/360	 	No	 	 	 	Fee
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	Actual/360	 	No	 	 	 	Fee
	25.01	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	25.02	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	25.03	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	25.04	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	25.05	 	Barclays	 	 	 	 	 	 	 	 	 	Fee
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	Actual/360	 	No	 	 	 	Fee


 






    	B-7



    	 



    

 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	Accrual Type	 	ARD Loan

(Y/N)	 	Revised Rate (%)	 	Title Type
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	Actual/360	 	No	 	 	 	Fee
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	Actual/360	 	No	 	 	 	Fee
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	Actual/360	 	No	 	 	 	Fee
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	Actual/360	 	No	 	 	 	Fee
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	Actual/360	 	No	 	 	 	Fee
	32	 	LCF	 	LRS Jenks OK LLC	 	Actual/360	 	Yes	 	 	 	Fee
	33	 	Barclays	 	SE Sherman, LLC	 	Actual/360	 	No	 	 	 	Fee
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	Actual/360	 	No	 	 	 	Fee
	35	 	Barclays	 	Abigail Acquisition LLC	 	Actual/360	 	No	 	 	 	Fee
	36	 	JPMCB	 	C-K Breckenridge LLC	 	Actual/360	 	No	 	 	 	Fee
	37	 	Barclays	 	1106 S. Euclid, LLC	 	Actual/360	 	No	 	 	 	Fee
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	Actual/360	 	No	 	 	 	Fee
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	Actual/360	 	No	 	 	 	Fee
	41	 	RCMC	 	Mansfield Country Square LLC	 	Actual/360	 	No	 	 	 	Fee
	42	 	Barclays	 	View Pointe Leeward, LLC	 	Actual/360	 	No	 	 	 	Fee
	43	 	LCF	 	OMS RTP, LLC	 	Actual/360	 	No	 	 	 	Fee
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	Actual/360	 	No	 	 	 	Fee
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	Actual/360	 	No	 	 	 	Fee
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	Actual/360	 	No	 	 	 	Fee
	47	 	Barclays	 	8522 C Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	48	 	Barclays	 	10800 S. Main Street, LLC	 	Actual/360	 	No	 	 	 	Fee
	49	 	LCF	 	OMS Ventures, LLC	 	Actual/360	 	No	 	 	 	Fee
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	Actual/360	 	No	 	 	 	Fee
	51	 	Barclays	 	7520 S. Broadway, LLC	 	Actual/360	 	No	 	 	 	Fee
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	Actual/360	 	No	 	 	 	Fee
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	Actual/360	 	No	 	 	 	Fee
	55	 	Barclays	 	13199 Ocotillo Road, LLC	 	Actual/360	 	No	 	 	 	Fee
	56	 	Barclays	 	38665 12th Street East, LLC	 	Actual/360	 	No	 	 	 	Fee
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	Actual/360	 	No	 	 	 	Fee
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	Actual/360	 	No	 	 	 	Fee
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	Actual/360	 	No	 	 	 	Fee
	63	 	LCF	 	LDG Wilmington IL LLC	 	Actual/360	 	Yes	 	 	 	Fee
	64	 	LCF	 	LDG Danville IL LLC	 	Actual/360	 	Yes	 	 	 	Fee


 






    	B-8



    	 



    

  








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


JPMBB 2015-C33 - Combined 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	 	Crossed

Collateralized

Loan	   	Cross Defaulted

Loan	   	Guarantor	 	Letter of Credit	   	Upfront CapEx

Reserve
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	No	 	No	 	Rudin Management Co. Inc.	 	No	 	0
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	No	 	No	 	CMS/Procaccianti Hospitality Holdings III, L.P.	 	No	 	54,214
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	No	 	No	 	Franklin C. Gatlin, III	 	No	 	0
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	No	 	No	 	Hotel Resort Properties, LLLP	 	1,000,000.0	 	83,400
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	No	 	No	 	Craig Koenigsberg, Howard Parnes	 	No	 	29,024
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	No	 	No	 	David Fisher, Joshua Ungerecht, Warren Thomas	 	No	 	0
	6.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.1	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.11	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.12	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.13	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.14	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.15	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.16	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.17	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.18	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.19	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.2	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.21	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	6.22	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	No	 	No	 	Oren Blatt, Yacob Blatt	 	No	 	3,167
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	No	 	No	 	Craig Koenigsberg, Howard Parnes	 	No	 	34,595
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	No	 	No	 	The Farbman Family #2, LLC	 	No	 	12,276
	10	 	LCF	 	BW Hutton Creek LLC	 	No	 	No	 	Gideon Zeus Friedman	 	No	 	0
	11	 	Barclays	 	Polo Club Limited Partnership	 	No	 	No	 	Richard T. Fenton	 	No	 	250,000
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	No	 	No	 	Craig Koenigsberg, Howard Parnes	 	No	 	490,305
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	No	 	No	 	Brian Shirken, Richard A. Margolis	 	No	 	0
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	No	 	No	 	Beat Kahli	 	No	 	0
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	No	 	No	 	Michael A. Provenzano, Jr., Michael A. Provenzano, III, Jeffrey P. Branch, The Survivor’s Trust of the Provenzano Family Trust Dated January 28, 1992, Map III 2003 Trust	 	No	 	0
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	 	No	 	No	 	Sanjaykumar Patel, Sadhana Patel	 	No	 	15,870
	18	 	JPMCB	 	C-K Forestwood LLC	 	No	 	No	 	Craig Koenigsberg, Howard Parnes	 	No	 	5,667
	19	 	Barclays	 	Marquise EP, LLC	 	No	 	No	 	Moshe Manoah	 	No	 	0
	20	 	Barclays	 	Boston West Hospitality, LLC	 	No	 	No	 	Satish K. Duggal, Promila Duggal	 	No	 	0
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	No	 	No	 	Ross H. Partrich	 	No	 	0
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	No	 	No	 	David Fisher, Joshua Ungerecht, Warren Thomas	 	No	 	0
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	No	 	No	 	Craig Koenigsberg, Lloyd Goldman	 	No	 	107,172
	24	 	Barclays	 	Sitex Town Center, LLC	 	No	 	No	 	Beat Kahli	 	No	 	0
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	No	 	No	 	Jonathan M. Larmore	 	No	 	0
	25.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	25.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	25.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	No	 	No	 	Atul Patel	 	No	 	0


 






    	B-9



    	 



    

 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	Crossed

Collateralized

Loan	 	Cross Defaulted

Loan	 	Guarantor	 	Letter of Credit	 	Upfront CapEx

Reserve	 
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	No	 	No	 	Craig Koenigsberg, Lloyd Goldman	 	No	 	121,029	 
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	No	 	No	 	Bradley E. Christensen	 	No	 	0	 
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	No	 	No	 	Joseph C. Knudson	 	No	 	0	 
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	No	 	No	 	Stephen M. Tapley	 	No	 	0	 
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	No	 	No	 	David Taban	 	No	 	0	 
	32	 	LCF	 	LRS Jenks OK LLC	 	No	 	No	 	Ladder Capital CRE Equity LLC	 	No	 	0	 
	33	 	Barclays	 	SE Sherman, LLC	 	No	 	No	 	Gregory S. Houge, Bruce H. Rothman, Laurent A. Opman, Stephen L. Clark	 	No	 	0	 
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	No	 	No	 	Sanjaykumar Patel, Sadhana Patel	 	No	 	10,180	 
	35	 	Barclays	 	Abigail Acquisition LLC	 	No	 	No	 	Ira Mondry, Patrick McBride, Andrew Lallathin, James Harkrider	 	No	 	0	 
	36	 	JPMCB	 	C-K Breckenridge LLC	 	No	 	No	 	Craig Koenigsberg, Howard Parnes	 	No	 	31,598	 
	37	 	Barclays	 	1106 S. Euclid, LLC	 	No	 	No	 	Erwin Goldfarb	 	No	 	0	 
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	No	 	No	 	Randy Filasek, Kenneth Dickinson	 	No	 	0	 
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	No	 	No	 	J.K. Properties, Inc.	 	No	 	0	 
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	No	 	No	 	Walter Thomassie, Gerard Thomassie	 	No	 	622	 
	41	 	RCMC	 	Mansfield Country Square LLC	 	No	 	No	 	Amir P. Izadpanah	 	No	 	0	 
	42	 	Barclays	 	View Pointe Leeward, LLC	 	No	 	No	 	J.K. Properties, Inc.	 	No	 	0	 
	43	 	LCF	 	OMS RTP, LLC	 	No	 	No	 	Suresh Anandani	 	No	 	0	 
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	No	 	No	 	Walter Thomassie, Gerard Thomassie	 	No	 	897	 
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	No	 	No	 	Jonathan M. Larmore	 	No	 	0	 
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	No	 	No	 	Walter Thomassie, Gerard Thomassie	 	No	 	553	 
	47	 	Barclays	 	8522 C Avenue, LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0	 
	48	 	Barclays	 	10800 S. Main Street, LLC	 	No	 	No	 	J.K. Properties, Inc.	 	No	 	0	 
	49	 	LCF	 	OMS Ventures, LLC	 	No	 	No	 	Suresh Anandani	 	No	 	0	 
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	Group A	 	Group A	 	J.K. Properties, Inc.	 	No	 	0	 
	51	 	Barclays	 	7520 S. Broadway, LLC	 	Group A	 	Group A	 	J.K. Properties, Inc.	 	No	 	0	 
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	No	 	No	 	J.K. Properties, Inc.	 	No	 	0	 
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0	 
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0	 
	55	 	Barclays	 	13199 Ocotillo Road, LLC	 	No	 	No	 	J.K. Properties, Inc.	 	No	 	0	 
	56	 	Barclays	 	38665 12th Street East, LLC	 	Group B	 	Group B	 	J.K. Properties, Inc.	 	No	 	0	 
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	Group B	 	Group B	 	J.K. Properties, Inc.	 	No	 	0	 
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0	 
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0	 
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	No	 	No	 	H.K. Realty, Inc.	 	No	 	0	 
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	Group C	 	Group C	 	J.K. Properties, Inc.	 	No	 	0	 
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	Group C	 	Group C	 	J.K. Properties, Inc.	 	No	 	0	 
	63	 	LCF	 	LDG Wilmington IL LLC	 	No	 	No	 	Ladder Capital CRE Equity LLC	 	No	 	0	 
	64	 	LCF	 	LDG Danville IL LLC	 	No	 	No	 	Ladder Capital CRE Equity LLC	 	No	 	0	 


 






    	B-10



    	 



    




 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	UPFRONT ESCROW	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	Upfront Eng.

Reserve	   	Upfront Envir.

Reserve	  	Upfront TI/LC

Reserve	  	Upfront RE

Tax Reserve	 	Upfront Ins.

Reserve	  	Upfront Other

Reserve	 
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	0	 	0	 	0	 	0	 	0	 	5,705,123	 
	2	 	JPMCB	 	Procaccianti AZ, L.P.	0	 	0	 	0	 	76,885	 	6,385	 	9,597,698	 
	3	 	Barclays	 	PC Sweet Home Bama, LLC	0	 	0	 	300,000	 	54,103	 	0	 	0	 
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	17,141	 	0	 	0	 	0	 	0	 	1,000,000	 
	5	 	JPMCB	 	C-K Sherwood Acres LLC	62,392	 	0	 	0	 	182,199	 	0	 	0	 
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	8,654	 	0	 	0	 	166,667	 	3,719	 	0	 
	6.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.1	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.11	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.12	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.13	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.14	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.15	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.16	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.17	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.18	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.19	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.2	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.21	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.22	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	0	 	0	 	0	 	540,687	 	5,635	 	0	 
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	12,045	 	0	 	0	 	131,916	 	0	 	0	 
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	0	 	0	 	29,632	 	197,084	 	0	 	263,171	 
	10	 	LCF	 	BW Hutton Creek LLC	0	 	0	 	0	 	28,595	 	42,427	 	0	 
	11	 	Barclays	 	Polo Club Limited Partnership	0	 	91,000	 	0	 	81,168	 	28,330	 	0	 
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	138,600	 	0	 	0	 	170,386	 	0	 	0	 
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	300,000	 	0	 	37,044	 	158,306	 	30,586	 	691,542	 
	14	 	Barclays	 	Avalon TC II Limited Partnership	0	 	0	 	0	 	173,568	 	0	 	0	 
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	9,375	 	0	 	0	 	67,436	 	10,257	 	103,188	 
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	3,850	 	0	 	0	 	102,082	 	20,971	 	0	 
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	0	 	0	 	0	 	177,248	 	0	 	1,000,000	 
	18	 	JPMCB	 	C-K Forestwood LLC	19,073	 	0	 	0	 	89,264	 	0	 	0	 
	19	 	Barclays	 	Marquise EP, LLC	723,438	 	0	 	0	 	99,381	 	55,358	 	0	 
	20	 	Barclays	 	Boston West Hospitality, LLC	16,813	 	0	 	0	 	0	 	0	 	1,700,000	 
	21	 	LCF	 	Canyon Ridge MHC, LLC	0	 	0	 	0	 	5,883	 	0	 	0	 
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	0	 	0	 	0	 	128,142	 	0	 	0	 
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	148,661	 	0	 	0	 	210,641	 	0	 	0	 
	24	 	Barclays	 	Sitex Town Center, LLC	0	 	0	 	0	 	219,580	 	0	 	0	 
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC  	14,791	 	0	 	0	 	0	 	17,726	 	243,000	 
	25.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	0	 	0	 	0	 	12,040	 	0	 	0	 


 






    	B-11



    	 



    

 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	UPFRONT ESCROW	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	Upfront Eng.

Reserve	 	Upfront Envir.

Reserve	 	Upfront TI/LC

Reserve	 	Upfront RE Tax

Reserve	 	Upfront Ins.

Reserve	 	Upfront Other

Reserve	 
	27	 	JPMCB	 	Feiga/Buena Vista LLC	50,386	 	0	 	0	 	204,620	 	0	 	0	 
	28	 	Barclays	 	Prescott Hotel Group, LLC	0	 	0	 	0	 	15,127	 	6,108	 	650,000	 
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	0	 	0	 	0	 	30,950	 	0	 	5,291	 
	30	 	Barclays	 	Cherry Hills Plaza, LLC	67,344	 	59,375	 	0	 	36,086	 	2,554	 	0	 
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	34,731	 	0	 	0	 	49,784	 	0	 	400,000	 
	32	 	LCF	 	LRS Jenks OK LLC	0	 	0	 	0	 	0	 	0	 	0	 
	33	 	Barclays	 	SE Sherman, LLC	0	 	0	 	0	 	36,713	 	0	 	0	 
	34	 	JPMCB	 	Luckey’s Motel, Inc.	0	 	0	 	0	 	158,541	 	0	 	0	 
	35	 	Barclays	 	Abigail Acquisition LLC	0	 	0	 	0	 	10,087	 	0	 	50,000	 
	36	 	JPMCB	 	C-K Breckenridge LLC	73,580	 	0	 	0	 	46,890	 	0	 	0	 
	37	 	Barclays	 	1106 S. Euclid, LLC	43,438	 	0	 	0	 	11,407	 	12,146	 	0	 
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	9,188	 	0	 	0	 	100,000	 	5,980	 	0	 
	39	 	Barclays	 	8437 Cedros Avenue, LLC	8,580	 	0	 	0	 	28,787	 	13,883	 	0	 
	40	 	JPMCB	 	LSH Property 2, L.L.C.	0	 	0	 	0	 	52,969	 	0	 	0	 
	41	 	RCMC	 	Mansfield Country Square LLC	0	 	0	 	45,000	 	3,565	 	1,254	 	13,125	 
	42	 	Barclays	 	View Pointe Leeward, LLC	275	 	0	 	0	 	22,286	 	10,939	 	0	 
	43	 	LCF	 	OMS RTP, LLC	9,000	 	0	 	0	 	17,197	 	3,441	 	66,928	 
	44	 	JPMCB	 	LSH Property 3, L.L.C.	0	 	0	 	0	 	29,033	 	0	 	0	 
	45	 	Barclays	 	AT Altus Echelon IN, LLC	4,407	 	0	 	0	 	23,631	 	2,032	 	0	 
	46	 	JPMCB	 	LSH Property 1, L.L.C.	0	 	0	 	0	 	41,705	 	0	 	0	 
	47	 	Barclays	 	8522 C Avenue, LLC	52,656	 	0	 	0	 	24,632	 	14,782	 	0	 
	48	 	Barclays	 	10800 S. Main Street, LLC	110	 	0	 	0	 	25,106	 	8,477	 	0	 
	49	 	LCF	 	OMS Ventures, LLC	20,000	 	0	 	0	 	8,428	 	20,973	 	8,500	 
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	10,203	 	0	 	0	 	12,392	 	3,089	 	0	 
	51	 	Barclays	 	7520 S. Broadway, LLC	0	 	0	 	0	 	9,415	 	3,668	 	0	 
	52	 	Barclays	 	7862 Lankershim Street, LLC	2,310	 	0	 	0	 	21,326	 	9,185	 	0	 
	53	 	Barclays	 	6717 Darby Avenue, LLC	9,075	 	0	 	0	 	16,068	 	5,742	 	0	 
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	9,240	 	0	 	0	 	13,078	 	3,680	 	0	 
	55	 	Barclays	 	13199 Ocotillo Road, LLC	0	 	0	 	0	 	29,532	 	13,410	 	0	 
	56	 	Barclays	 	38665 12th Street East, LLC	3,575	 	0	 	0	 	20,652	 	4,513	 	0	 
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	10,010	 	0	 	0	 	9,795	 	2,849	 	0	 
	58	 	Barclays	 	15234 Sunburst Street, LLC	6,930	 	0	 	0	 	9,753	 	5,268	 	0	 
	59	 	Barclays	 	16235 Randall Avenue, LLC	9,460	 	0	 	0	 	18,128	 	8,219	 	0	 
	60	 	Barclays	 	2911 Leeward Avenue, LLC	11,491	 	0	 	0	 	10,634	 	5,062	 	0	 
	61	 	Barclays	 	11651-11652 York Avenue, LLC	3,752	 	0	 	0	 	9,480	 	2,508	 	0	 
	62	 	Barclays	 	25847 E. 9th Street, LLC	0	 	0	 	0	 	8,606	 	2,612	 	0	 
	63	 	LCF	 	LDG Wilmington IL LLC	0	 	0	 	0	 	649	 	0	 	0	 
	64	 	LCF	 	LDG Danville IL LLC	0	 	0	 	0	 	649	 	0	 	0	 


 






    	B-12



    	 



    

 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 





	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 PERIODIC ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace Period	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	 	 	 Monthly Capex Reserve 	   	 Monthly

Envir.

Reserve 	   	 Monthly TI/LC

Reserve 	   	 Monthly RE

Tax Reserve 	 	 Monthly
    Ins. Reserve 	   	 Monthly Other

Reserve 	 	 (Late

Payment)	 	Cash-Management

Account or

Lockbox In-place
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	 	Springing	 	0	 	Springing	 	Springing	 	Springing	 	0	 	0	 	 Yes
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	 	3% of Gross Revenues	 	0	 	0	 	38,443	 	Springing	 	Springing	 	0	 	 Yes
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	 	7,311	 	0	 	12,186	 	27,051	 	Springing	 	0	 	0	 	 Yes
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	 	4% of Gross Revenues	 	0	 	0	 	Springing	 	Springing	 	Springing	 	0	 	 Yes
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	 	12,583	 	0	 	0	 	19,500	 	Springing	 	0	 	0	 	 No
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	 	1,175	 	0	 	Springing	 	19,338	 	4,077	 	0	 	0	 	 Yes
	6.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.1	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.11	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.12	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.13	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.14	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.15	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.16	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.17	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.18	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.19	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.2	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.21	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	6.22	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	 	3,167	 	0	 	0	 	69,783	 	5,635	 	0	 	0	 	 No
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	 	7,500	 	0	 	0	 	14,000	 	Springing	 	0	 	0	 	 No
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	 	12,276	 	0	 	29,632	 	49,829	 	Springing	 	Springing	 	0	 	 Yes
	10	 	LCF	 	BW Hutton Creek LLC	 	 	5,375	 	0	 	0	 	28,595	 	5,303	 	0	 	0	 	 Yes
	11	 	Barclays	 	Polo Club Limited Partnership	 	 	7,025	 	0	 	0	 	27,056	 	5,666	 	0	 	0	 	 No
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	 	6,208	 	0	 	0	 	20,381	 	Springing	 	0	 	0	 	 No
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	 	2,296	 	0	 	7,656	 	22,615	 	2,549	 	0	 	0	 	 No
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	 	2,244	 	0	 	1,314	 	14,464	 	Springing	 	0	 	0	 	 Yes
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	 	1,476	 	0	 	6,250	 	16,859	 	1,026	 	0	 	0	 	 No
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	 	3,896	 	0	 	0	 	10,208	 	1,748	 	0	 	0	 	 No
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	 	 	4% of Gross Revenues	 	0	 	0	 	14,771	 	Springing	 	Springing	 	0	 	 No
	18	 	JPMCB	 	C-K Forestwood LLC	 	 	5,667	 	0	 	0	 	9,250	 	Springing	 	0	 	0	 	 No
	19	 	Barclays	 	Marquise EP, LLC	 	 	7,500	 	0	 	0	 	9,035	 	7,181	 	0	 	0	 	 Yes
	20	 	Barclays	 	Boston West Hospitality, LLC	 	 	4% of Gross Revenues	 	0	 	0	 	16,934	 	Springing	 	0	 	0	 	 Yes
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	 	1,042	 	0	 	0	 	1,471	 	Springing	 	0	 	0	 	 No
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	 	7,875	 	0	 	0	 	18,306	 	Springing	 	0	 	0	 	 No
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	 	4,333	 	0	 	0	 	18,000	 	Springing	 	0	 	0	 	 No
	24	 	Barclays	 	Sitex Town Center, LLC	 	 	1,979	 	0	 	0	 	18,298	 	Springing	 	0	 	0	 	 Yes
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	 	981	 	0	 	5,886	 	12,664	 	Springing	 	0	 	0	 	 Yes
	25.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	25.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	25.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	25.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	25.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	 	Springing	 	0	 	0	 	13,192	 	Springing	 	Springing	 	0	 	 No


 






    	B-13



    	 



    

 











EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 PERIODIC ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace Period	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	 	Originator/Loan

Seller	 	Mortgagor Name	 	 	 Monthly Capex Reserve 	 	 Monthly

Envir.

Reserve 	 	 Monthly TI/LC

Reserve 	 	 Monthly RE

Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly Other

Reserve 	 	 (Late

Payment)	 	Cash-Management

Account or

Lockbox In-place
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	 	4,292	 	0	 	0	 	18,000	 	Springing	 	0	 	0	 	 No
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	 	Springing	 	0	 	0	 	5,042	 	1,527	 	25,000	 	0	 	 Yes
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	 	4% of Gross Revenues	 	0	 	0	 	16,957	 	Springing	 	0	 	0	 	 Yes
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	 	1,462	 	0	 	5,800	 	7,217	 	1,277	 	0	 	0	 	 No
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	 	592	 	0	 	2,219	 	9,957	 	Springing	 	0	 	0	 	 Yes
	32	 	LCF	 	LRS Jenks OK LLC	 	 	0	 	0	 	0	 	Springing	 	Springing	 	0	 	0	 	 Yes
	33	 	Barclays	 	SE Sherman, LLC	 	 	865	 	0	 	0	 	6,119	 	Springing	 	0	 	0	 	 No
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	 	4% of Gross Revenues	 	0	 	0	 	13,212	 	Springing	 	0	 	0	 	 No
	35	 	Barclays	 	Abigail Acquisition LLC	 	 	1,474	 	0	 	0	 	2,017	 	Springing	 	0	 	0	 	 No
	36	 	JPMCB	 	C-K Breckenridge LLC	 	 	2,500	 	0	 	0	 	5,000	 	Springing	 	0	 	0	 	 No
	37	 	Barclays	 	1106 S. Euclid, LLC	 	 	525	 	0	 	0	 	5,704	 	1,215	 	0	 	0	 	 No
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	 	0	 	0	 	0	 	10,000	 	5,980	 	0	 	0	 	 No
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	 	1,467	 	0	 	0	 	2,879	 	1,157	 	0	 	0	 	 No
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	 	622	 	0	 	0	 	4,815	 	Springing	 	0	 	0	 	 No
	41	 	RCMC	 	Mansfield Country Square LLC	 	 	256	 	0	 	Springing	 	3,565	 	627	 	0	 	0	 	 Yes
	42	 	Barclays	 	View Pointe Leeward, LLC	 	 	1,541	 	0	 	0	 	2,229	 	912	 	0	 	0	 	 No
	43	 	LCF	 	OMS RTP, LLC	 	 	4% of Gross Revenues	 	0	 	0	 	5,732	 	1,147	 	Springing	 	0	 	 Yes
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	 	897	 	0	 	0	 	2,639	 	Springing	 	0	 	0	 	 No
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	 	547	 	0	 	2,736	 	7,877	 	508	 	0	 	0	 	 Yes
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	 	553	 	0	 	0	 	3,791	 	Springing	 	0	 	0	 	 No
	47	 	Barclays	 	8522 C Avenue, LLC	 	 	2,556	 	0	 	0	 	2,463	 	1,232	 	0	 	0	 	 No
	48	 	Barclays	 	10800 S. Main Street, LLC	 	 	729	 	0	 	0	 	2,511	 	706	 	0	 	0	 	 No
	49	 	LCF	 	OMS Ventures, LLC	 	 	5% of Gross Revenues	 	0	 	0	 	2,107	 	1,907	 	Springing	 	0	 	 Yes
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	 	323	 	0	 	0	 	1,239	 	257	 	0	 	0	 	 No
	51	 	Barclays	 	7520 S. Broadway, LLC	 	 	440	 	0	 	0	 	942	 	306	 	0	 	0	 	 No
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	 	1,250	 	0	 	0	 	2,133	 	765	 	0	 	0	 	 No
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	 	729	 	0	 	0	 	1,607	 	479	 	0	 	0	 	 No
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	 	479	 	0	 	0	 	1,308	 	307	 	0	 	0	 	 No
	55	 	Barclays	 	13199 Ocotillo Road, LLC	 	 	2,600	 	0	 	0	 	2,953	 	1,118	 	0	 	0	 	 No
	56	 	Barclays	 	38665 12th Street East, LLC	 	 	518	 	0	 	0	 	2,065	 	376	 	0	 	0	 	 No
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	 	267	 	0	 	0	 	979	 	237	 	0	 	0	 	 No
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	 	563	 	0	 	0	 	975	 	439	 	0	 	0	 	 No
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	 	809	 	0	 	0	 	1,813	 	685	 	0	 	0	 	 No
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	 	500	 	0	 	0	 	1,063	 	422	 	0	 	0	 	 No
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	 	347	 	0	 	0	 	948	 	209	 	0	 	0	 	 No
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	 	473	 	0	 	0	 	861	 	218	 	0	 	0	 	 No
	63	 	LCF	 	LDG Wilmington IL LLC	 	 	0	 	0	 	0	 	72	 	0	 	0	 	0	 	 Yes
	64	 	LCF	 	LDG Danville IL LLC	 	 	0	 	0	 	0	 	72	 	0	 	0	 	0	 	 Yes


 






    	B-14



    	 



    

 








EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE


 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	 	General Property Type	   	Defeasance

Permitted	   	Final

Maturity

Date
	1	 	JPMCB	 	32 Sixth Avenue Company LLC	 	Office	 	No	 	 
	2	 	JPMCB	 	Procaccianti AZ, L.P.	 	Hotel	 	No	 	 
	3	 	Barclays	 	PC Sweet Home Bama, LLC	 	Retail	 	Yes	 	 
	4	 	JPMCB	 	Anaheim CA, LLC, Buckhead GA, LLC	 	Hotel	 	No	 	 
	5	 	JPMCB	 	C-K Sherwood Acres LLC	 	Multifamily	 	No	 	 
	6	 	Barclays	 	ExchangeRight Net Leased Portfolio 10, DST	 	Retail	 	Yes	 	 
	6.01	 	Barclays	 	 	 	Retail	 	 	 	 
	6.02	 	Barclays	 	 	 	Retail	 	 	 	 
	6.03	 	Barclays	 	 	 	Retail	 	 	 	 
	6.04	 	Barclays	 	 	 	Retail	 	 	 	 
	6.05	 	Barclays	 	 	 	Retail	 	 	 	 
	6.06	 	Barclays	 	 	 	Retail	 	 	 	 
	6.07	 	Barclays	 	 	 	Retail	 	 	 	 
	6.08	 	Barclays	 	 	 	Retail	 	 	 	 
	6.09	 	Barclays	 	 	 	Retail	 	 	 	 
	6.1	 	Barclays	 	 	 	Retail	 	 	 	 
	6.11	 	Barclays	 	 	 	Retail	 	 	 	 
	6.12	 	Barclays	 	 	 	Retail	 	 	 	 
	6.13	 	Barclays	 	 	 	Retail	 	 	 	 
	6.14	 	Barclays	 	 	 	Retail	 	 	 	 
	6.15	 	Barclays	 	 	 	Retail	 	 	 	 
	6.16	 	Barclays	 	 	 	Retail	 	 	 	 
	6.17	 	Barclays	 	 	 	Retail	 	 	 	 
	6.18	 	Barclays	 	 	 	Retail	 	 	 	 
	6.19	 	Barclays	 	 	 	Retail	 	 	 	 
	6.2	 	Barclays	 	 	 	Retail	 	 	 	 
	6.21	 	Barclays	 	 	 	Retail	 	 	 	 
	6.22	 	Barclays	 	 	 	Retail	 	 	 	 
	7	 	JPMCB	 	Villas of Elysian at Sienna Plantation, LP	 	Multifamily	 	No	 	 
	8	 	JPMCB	 	C-K Willow Bend Lake LLC	 	Multifamily	 	No	 	 
	9	 	JPMCB	 	New Center LLC, New Center Parking LLC	 	Office	 	No	 	 
	10	 	LCF	 	BW Hutton Creek LLC	 	Multifamily	 	Yes	 	0
	11	 	Barclays	 	Polo Club Limited Partnership	 	Multifamily	 	Yes	 	 
	12	 	JPMCB	 	Coolidge - CLK Aspen LLC	 	Multifamily	 	No	 	 
	13	 	LCF	 	CPP Paseo I LLC, CPP Paseo II LLC	 	Retail	 	Yes	 	 
	14	 	Barclays	 	Avalon TC II Limited Partnership	 	Mixed Use	 	Yes	 	 
	15	 	RCMC	 	67th Avenue and Camelback Pro’s Real Estate, LLC, Los Altos-DE, LLC, 1640 DE, LLC	 	Retail	 	Yes	 	 
	16	 	Barclays	 	8550 Commonwealth Avenue, LLC	 	Multifamily	 	Yes	 	 
	17	 	JPMCB	 	Laxmi Properties, L.L.C.	 	Hotel	 	Yes	 	 
	18	 	JPMCB	 	C-K Forestwood LLC	 	Multifamily	 	No	 	 
	19	 	Barclays	 	Marquise EP, LLC	 	Multifamily	 	Yes	 	 
	20	 	Barclays	 	Boston West Hospitality, LLC	 	Hotel	 	Yes	 	 
	21	 	LCF	 	Canyon Ridge MHC, LLC	 	Manufactured Housing	 	Yes	 	 
	22	 	Barclays	 	Mira Bella and San Martin Apartments DST	 	Multifamily	 	Yes	 	 
	23	 	JPMCB	 	Feiga/Clairmont, L.P.	 	Multifamily	 	No	 	 
	24	 	Barclays	 	Sitex Town Center, LLC	 	Multifamily	 	Yes	 	 
	25	 	Barclays	 	AT Jefferson Center FW IN Owner, LLC, AT Lima Plaza FW IN Owner, LLC, AT Max FW IN Owner, LLC, AT Pine Valley FW IN Owner, LLC, AT Portland Commons IN Owner, LLC	 	Retail	 	No	 	 
	25.01	 	Barclays	 	 	 	Retail	 	 	 	 
	25.02	 	Barclays	 	 	 	Retail	 	 	 	 
	25.03	 	Barclays	 	 	 	Retail	 	 	 	 
	25.04	 	Barclays	 	 	 	Retail	 	 	 	 
	25.05	 	Barclays	 	 	 	Retail	 	 	 	 
	26	 	JPMCB	 	Meadowlands Hotel, L.L.C.	 	Hotel	 	Yes	 	 


 






    	B-15



    	 



    







 


EXHIBIT
B


 MORTGAGE
LOAN SCHEDULE



 


	JPMBB 2015-C33 - Combined	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan ID #	   	Originator/Loan

Seller	   	Mortgagor Name	 	General Property Type	 	Defeasance

Permitted	 	Final

Maturity

Date
	27	 	JPMCB	 	Feiga/Buena Vista LLC	 	Multifamily	 	No	 	 
	28	 	Barclays	 	Prescott Hotel Group, LLC	 	Hotel	 	Yes	 	 
	29	 	Barclays	 	Cotton Center Hospitality, L.L.C.	 	Hotel	 	Yes	 	 
	30	 	Barclays	 	Cherry Hills Plaza, LLC	 	Retail	 	Yes	 	 
	31	 	RCMC	 	Los Angeles Prime Location II, LLC, Los Angeles Prime Properties II, LLC	 	Retail	 	Yes	 	 
	32	 	LCF	 	LRS Jenks OK LLC	 	Retail	 	Yes	 	47793
	33	 	Barclays	 	SE Sherman, LLC	 	Self Storage	 	Yes	 	 
	34	 	JPMCB	 	Luckey’s Motel, Inc.	 	Hotel	 	Yes	 	 
	35	 	Barclays	 	Abigail Acquisition LLC	 	Multifamily	 	No	 	 
	36	 	JPMCB	 	C-K Breckenridge LLC	 	Multifamily	 	No	 	 
	37	 	Barclays	 	1106 S. Euclid, LLC	 	Multifamily	 	Yes	 	 
	38	 	Barclays	 	River Oaks Shreveport Apartments, LLC.	 	Multifamily	 	Yes	 	 
	39	 	Barclays	 	8437 Cedros Avenue, LLC	 	Multifamily	 	Yes	 	 
	40	 	JPMCB	 	LSH Property 2, L.L.C.	 	Self Storage	 	Yes	 	 
	41	 	RCMC	 	Mansfield Country Square LLC	 	Retail	 	Yes	 	 
	42	 	Barclays	 	View Pointe Leeward, LLC	 	Multifamily	 	Yes	 	 
	43	 	LCF	 	OMS RTP, LLC	 	Hotel	 	Yes	 	0
	44	 	JPMCB	 	LSH Property 3, L.L.C.	 	Self Storage	 	Yes	 	 
	45	 	Barclays	 	AT Altus Echelon IN, LLC	 	Mixed Use	 	No	 	 
	46	 	JPMCB	 	LSH Property 1, L.L.C.	 	Self Storage	 	Yes	 	 
	47	 	Barclays	 	8522 C Avenue, LLC	 	Multifamily	 	Yes	 	 
	48	 	Barclays	 	10800 S. Main Street, LLC	 	Multifamily	 	Yes	 	 
	49	 	LCF	 	OMS Ventures, LLC	 	Hotel	 	Yes	 	 
	50	 	Barclays	 	5708-5712 Fayette Street, LLC	 	Multifamily	 	Yes	 	 
	51	 	Barclays	 	7520 S. Broadway, LLC	 	Multifamily	 	Yes	 	 
	52	 	Barclays	 	7862 Lankershim Street, LLC	 	Multifamily	 	Yes	 	 
	53	 	Barclays	 	6717 Darby Avenue, LLC	 	Multifamily	 	Yes	 	 
	54	 	Barclays	 	7934 Laurel Canyon Blvd., LLC	 	Multifamily	 	Yes	 	 
	55	 	Barclays	 	13199 Ocotillo Road, LLC	 	Multifamily	 	Yes	 	 
	56	 	Barclays	 	38665 12th Street East, LLC	 	Multifamily	 	Yes	 	 
	57	 	Barclays	 	2339 Lincoln Park Avenue, LLC	 	Multifamily	 	Yes	 	 
	58	 	Barclays	 	15234 Sunburst Street, LLC	 	Multifamily	 	Yes	 	 
	59	 	Barclays	 	16235 Randall Avenue, LLC	 	Multifamily	 	Yes	 	 
	60	 	Barclays	 	2911 Leeward Avenue, LLC	 	Multifamily	 	Yes	 	 
	61	 	Barclays	 	11651-11652 York Avenue, LLC	 	Multifamily	 	Yes	 	 
	62	 	Barclays	 	25847 E. 9th Street, LLC	 	Multifamily	 	Yes	 	 
	63	 	LCF	 	LDG Wilmington IL LLC	 	Retail	 	Yes	 	47793
	64	 	LCF	 	LDG Danville IL LLC	 	Retail	 	Yes	 	47793


 






    	B-16



    	 



    

 


 















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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


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 JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor, on behalf of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates,
Series 2015-C33 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


		1.	Check one of the following:*



 


		☐	The Purchaser is not purchasing a Class R Certificate
and the Purchaser is an institution that is an “accredited investor” (an “Institutional Accredited Investor”)
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the



 


 



 


*     Purchaser must include one of the following two certifications.


 



    	Exhibit C-1



    	 



    

 


Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners come within
such paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear
the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which
the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for any costs
incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer”
(a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.            The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale
in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) 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 Prospectus and the Prospectus Supplement 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 non-U.S. 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 





	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C33 Commercial Mortgage Pass-Through Certificates, Series 2015-C33 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
November 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



    


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.            I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.            The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.            The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except


 



    	Exhibit D-1-1



    	 



    

 


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 (other
than certain farmers’ cooperatives described in Section 521 of the Code) 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 either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.            The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.            The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.            No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    	Exhibit D-1-2



    	 



    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code
if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will
compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury
Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None
of the above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    	Exhibit D-1-3



    	 



    

 


12.          The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33 (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
November 1, 2015 (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, Torchlight Loan Services, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Senior Trust Advisor. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable


 


    	Exhibit D-2-1



    	 



    

 


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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33
	 	 	 
	 	

                                                             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:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33


 


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 JPMBB Commercial
Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, 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 November 1, 2015, by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Wells Fargo Bank,


 


    	Exhibit E-1



    	 



    

 


National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Senior Trust Advisor (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 Certificate 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


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 JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33          


 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMBB Commercial Mortgage Securities
Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [E][F][G][NR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior Trust 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 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 Senior Trust 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 AND CLASS Z CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33 


 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33          


 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMBB Commercial Mortgage Securities Trust
2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [R][Z] Certificates (the “Class [R][Z]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Senior Trust Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such
terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate, the Purchaser
is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan to purchase such Class [R][Z] Certificate.


 


    	Exhibit F-2-1



    	 



    

 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	Exhibit F-2-2



    	 



    


 


EXHIBIT G


 


FORM OF STATEMENT TO CERTIFICATEHOLDERS



See Annex B to the Prospectus Supplement



 



    	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 JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attn: CMBS Trustee
– JPMBB 2015-C33, 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]          


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior Trust
Advisor, the Master Servicer, the Special Servicer 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33,
Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior Trust
Advisor, the Master Servicer, the Special Servicer 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 





	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]



  


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior Trust
Advisor, the Master Servicer, the Special Servicer 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33,
Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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
Senior Trust Advisor 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 





	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]



   


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior Trust Advisor 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 




	Re: 	JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]     






 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior Trust Advisor 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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 Senior
Trust Advisor 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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, 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 final Prospectus Supplement and the Prospectus.


 


4.          The
undersigned is not a Borrower Party.


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from 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,


 



    	Exhibit P-1A-1



    	 



    

 


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 this 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 Senior Trust Advisor,
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: JPMBB 2015-C33 Asset Manager

        	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities 

Trust Series 2015-C33
	 	 	 
	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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33

       
	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C33	 	
    Torchlight Loan Services,
LLC 

        701 Brickell Avenue 

        Suite 2200 

        Miami, FL 33131 

        Attention: William
A. Clarkson 

        JPMBB 2015-C33



 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, 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 final Prospectus Supplement and the Prospectus.


 


3.          The
undersigned is not a Borrower Party.


 



    	Exhibit P-1B-1



    	 



    

 


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 this 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 Senior Trust Advisor,
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 applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered
mail, postage prepaid].


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	Exhibit P-1B-2



    	 



    

 


 


 


          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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C33 Asset Manager


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, 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 final Prospectus Supplement and the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 


5.          The
undersigned is requesting access to the Statement to Certificateholders pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Statement to Certificateholders, or the access thereto, the undersigned will keep the
Statement to Certificateholders confidential (except from such outside persons as are


 



    	Exhibit P-1C-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 Statement to Certificateholders 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 Statement to Certificateholders confidential shall expire
one year following the date that the undersigned receives such Statement to Certificateholders (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 Statement to Certificateholders 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 this 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 Senior Trust Advisor,
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 Statement to Certificateholders
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: JPMBB 2015-C33 Asset Manager

        	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33
	 	 	 
	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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33

        
	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C33	 	Torchlight Loan Services,
LLC 

        701 Brickell Avenue 

        Suite 2200 

        Miami, FL 33131 

        Attention: William
A. Clarkson 

        JPMBB 2015-C33



 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, 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):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 






    	Exhibit P-1D-1



    	 



    

 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The
undersigned has received a copy of the final Prospectus Supplement and 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 this 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 Senior Trust Advisor,
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 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


 



    	Exhibit P-1D-2



    	 



    

 


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 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: JPMBB 2015-C33 Asset Manager

       	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities 

Trust Series 2015-C33
	 	 	 
	
        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)

JPMBB Commercial Mortgage Securities 

Trust Series 2015-C33


	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C33	 	
    Torchlight Loan Services,
LLC 

        701 Brickell Avenue 

        Suite 2200 

        Miami, FL 33131 

        Attention: William
A. Clarkson 

        JPMBB 2015-C33



 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C33
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C33 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.35(a) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.15(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






    	Exhibit P-1E-1



    	 



    

 


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


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 this 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 Senior Trust Advisor,
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.


 



    	Exhibit P-1E-2



    	 



    

 


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 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.


 


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 3.15(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.


 


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-1E-3



    	 



    


		
	 	 	 
	 	[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)

        JPMBB Commercial Mortgage Securities Trust Series 2015-C33

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to: 

         

        Wells Fargo Bank, National
        Association,

        8480 Stagecoach
Circle

Frederick, Maryland 21701-4747

        Attention: JPMBB Commercial Mortgage Securities
Trust Series 2015-C33

        


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


In accordance with Section 3.15(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):




 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the JPMBB


 



    	Exhibit P-1F-1



    	 



    

 


Commercial Mortgage Securities Trust 2015-C33 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


 

		
	Name:

Title:


 




    	Exhibit P-1F-2



    	 



    


 


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: JPMBB 2015-C33 Asset Manager

        	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33
	 	 	 
	
        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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33

        
	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C33	 	Torchlight Loan Services,
LLC 

        701 Brickell Avenue 

        Suite 2200 

        Miami, FL 33131 

        Attention: William
A. Clarkson 

        JPMBB 2015-C33



 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


In accordance with
Section 3.28(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 



    	Exhibit P-1G-1



    	 



    

 


5.          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), JPMBB Commercial Mortgage
Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015
(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, Torchlight Loan Services, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor, 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), JPMBB Commercial Mortgage
Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33



 


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 November 1, 2015
(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, Torchlight Loan Services, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor, 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 Corporation, CMBS.com, Inc., Markit or
Thompson 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
this 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 Senior Trust Advisor 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:          JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33


 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor, 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(e) 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), (ix) through (xiii), (xv) and (xvi) (or, with respect to clause (xvi), a copy of such letter of credit
and the required officer’s certificate), if any, of the definition of “Mortgage File,” as applicable, with respect
to the Mortgage Loans are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be executed
and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement. 





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
Title:


  




    	Exhibit Q-1



    	 



    

  


SCHEDULE
A


  


	J.P. Morgan Chase Commercial Mortgage Securities
    Corp.

    383 Madison Avenue

    31st Floor

    New York, New York  10179	Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street, 14th Floor

    Charlotte, North Carolina  28202

    Attention:  JPMBB 2015-C33 Asset Manager

    Telecopy Number:  (704) 715-0036
	 	 
	DBRS,
        Inc. 

        333
        West Wacker Drive, Suite 1800 

        Chicago,
        Illinois 60606 

        Attention:
        Commercial Mortgage Surveillance 

        Facsimile
        No.: (312) 332-3492 

        Email:
        cmbs.surveillance@dbrs.com 
	Torchlight Loan Services, LLC

    701 Brickell Avenue, Suite 2200

    Miami, FL 33131

    Attention:  William A. Clarkson 

    JPMBB 2015-C33

    Email:  wclarkson@torchlightinvestors.com

    Fax:  (305) 209-9971
	 	 
	 	[DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]
	 	 
	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
	[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]
	 	 
	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
	 


  




    	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: JPMBB 2015-C33 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 November 1, 2015 (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”), Torchlight
Loan Services, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, the Trustee and
Pentalpha Surveillance LLC, as senior trust advisor, 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 (i)
    said modification or re-recording, in either instance, 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 JPMBB Commercial Mortgage Securities Trust 2015-C33, 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 JPMBB Commercial Mortgage
Securities Trust 2015-C33

	 	 	 
	 	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
signature



 




    	Exhibit R-1-6



    	 



    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE 

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


  


Torchlight Loan
Services, LLC

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson

JPMBB 2015-C33

Email:  wclarkson@torchlightinvestors.com

Fax:  (305) 209-9971 





	 


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 November 1, 2015 (the
“Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as the depositor, Wells Fargo
Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer (the “Special Servicer”),
Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Pentalpha Surveillance LLC, as senior trust
advisor, relating to the JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series
2015-C33, hereby constitutes and appoints the Special Servicer, by and through the Special Servicer 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 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 12 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
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 






    	Exhibit R-2-1



    	 



    

 


		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 title insurance was issued; provided that (i) said modification or re-recording, in either instance,
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 and transfers of interest in borrower entities.



 


		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 sale or 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 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:





 



    	Exhibit R-2-2



    	 



    




 











		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;



 


		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;



 


		i.	the
creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		j.	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 8.a. through 8.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.



 






    	Exhibit R-2-3



    	 



    

 





		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;



 


		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.


  






    	Exhibit R-2-4



    	 



    

 


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 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. If the Special Servicer receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, National Association, then the Special 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 Special Servicer under the Agreement or to allow
the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage 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 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.


  


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 JPMBB Commercial Mortgage Securities Trust 2015-C33, 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 [________________] 

	 	 	 
	 	By:	 
	 	 	     Name:



  






    	Exhibit R-2-5



    	 



    

 


	 	 	     Title:



 


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 signature	 	 


 







    	Exhibit R-2-7



    	 



    





 


EXHIBIT S


 


INITIAL COMPANION
HOLDERS 


 





	Loan	Companion Holder
	32
Avenue of the Americas
	
        NOTE A-4

          

        Wilmington Trust, National Association for the Holders of COMM
        2015-LC23 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-LC23

         

        NOTE A-2 and NOTE A-3

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS: 

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: 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

Attention: Lisa Pauquette




 






    	Exhibit S-1



    	 



    

 


	 	Facsimile
        No.: (212) 504-6666

         

        NOTE
        A-5:

          

        German
        American Capital Corporation

          

        NOTICE
        ADDRESS:

        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

	DoubleTree Anaheim – Orange County	
        NOTE A-2

          

        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





 






    	Exhibit S-2



    	 



    

 


	 	
        


        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

         

        with a copy to:



Cadwalader, Wickersham & Taft LLP 

        200 Liberty Street 

        New York, NY 10281 

        Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666

	New Center One Building	
        NOTE A-1

         

        Wilmington Trust, National Association for the Holders of JPMBB
        Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass Through Certificates, Series 2015-C32

          

        NOTICE ADDRESS:

         

        Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMBB 2015-C32 



 



    	Exhibit S-3



    	 



    

 


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: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036


 


VIA FACSIMILE


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial
Mortgage Pass-Through Certificates, Series 2015-C33



 


Dear [__________]:


 


Wells Fargo Bank, National
Association, is the master servicer (the “Non-Serviced Master Servicer”) for the New Center One Building Whole
Loan, as such term is defined under the Pooling and Servicing Agreement, dated November 1, 2015 (the “2015-C33 Pooling
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 “2015-C33 Master Servicer”), Torchlight Loan Services,
LLC, 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 senior trust
advisor. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 


The Non-Serviced Master
Servicer shall remit to the 2015-C33 Master Servicer all amounts payable to, and forward, deliver or otherwise make available,
as the case may be, to the 2015-C33 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 New Center One Building Mortgage Loan (as such
term is defined in the 2015-C33 Pooling Agreement) under the New Center One Building Intercreditor Agreement (as defined in the
2015-C33 Pooling Agreement).


 


The New Center One Building
Mortgage Loan is not a Significant Obligor (as such term is defined in the 2015-C33 Pooling Agreement) under the 2015-C33 Pooling
Agreement.


 


Thank you for your attention
to this matter.


 






    	Exhibit T-1



    	 



    

  


	Date:	 	 	 	 	 
	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33
	 	 	 
	 	By: 	 	 
	 	 	[Name]
	 	 	[Title]






 






    	Exhibit T-2



    	 



    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:          


 


	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York  10007

Attention:  Commercial Mortgage Surveillance Group

E-mail:  CMBSSurveillance@moodys.com	DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention:  Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com
	 	 
	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com	 


  


		From:	                Wells Fargo Bank, National Association, in its capacity
as Master Servicer under the Pooling and Servicing Agreement dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor.



 


Date:       _________,
20___


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through Certificates, Series 2015-C33



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 Statement
to Certificateholders 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 SENIOR TRUST
ADVISOR ANNUAL REPORT1


 








Report Date: After the occurrence and
during the continuance of a Control 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
2015-C33

Senior Trust Advisor: Pentalpha Surveillance LLC

Special Servicer: Torchlight Loan Services, LLC

Directing Certificateholder: Torchlight Investors, LLC


 


I.      Population
of Mortgage Loans that Were Considered in Compiling this Report


 


1.     The
Special Servicer has notified the Senior Trust Advisor that [·] Specially Serviced
Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


a.     [·]
of those Specially Serviced Mortgage 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 [·] of such Specially Serviced Mortgage Loans.
This report is based only on the Specially Serviced Mortgage 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 Senior Trust Advisor
(in accordance with the Senior Trust 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 Mortgage
Loans in accordance with the Servicing Standard. Based on such limited review, the Senior Trust 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 Senior Trust 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 Senior Trust
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 Senior Trust 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 calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [·] Specially Serviced Mortgage
Loans: [List applicable Mortgage Loans]


 


2.     Consulted
with the Special Servicer as provided under the Pooling and Servicing Agreement. The Senior Trust Advisor’s analysis of the
Asset Status Reports (including related net present value calculations and Appraisal Reduction calculations) related to the Specially
Serviced Mortgage 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 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
Senior Trust Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.     During
the prior year, the Senior Trust Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of
issues related to the following Specially Serviced Mortgage Loans: [LIST]. The Senior Trust 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 Senior Trust Advisor.
Such recommendations generally included the following: [LIST].


 


3.     Appraisal
Reduction calculations and net present value calculations:


 


4.     The
Senior Trust 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 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 Mortgage Loan prior to the
utilization by the Special Servicer.


 



    	Exhibit V-2



    	 



    




 


a.      The
Senior Trust 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.


 


b.     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.


 


5.     The
following is a general discussion of certain concerns raised by the Senior Trust Advisor discussed in this report: [LIST CONCERNS].


 


6.     In
addition to the other information presented herein, the Senior Trust 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
Senior Trust Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Mortgage Loan. The Senior Trust Advisor does not have authority to speak with the
Directing Certificateholder directly. As such, the Senior Trust 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 Mortgage Loans pursuant to the Pooling
and Servicing Agreement. The Senior Trust Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.     Confidentiality
and other contractual limitations limit the Senior Trust Advisor’s ability to outline the details or substance of the discussions
held between it and the Special Servicer regarding any Specially Serviced Mortgage 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 Senior Trust 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 Mortgage Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Senior Trust
Advisor does not participate in any discussions regarding such actions. As such, Senior Trust Advisor has not assessed the Special
Servicer’s operational compliance with respect to those types of actions.


 


5.     The
Senior Trust 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 November 1, 2015.









    	Exhibit V-4



    	 



    

 


EXHIBIT W


  


Form
of Notice from Senior Trust Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

  as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C33

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)

JPMBB Commercial Mortgage Securities Trust Series 2015-C33


Telecopy Number: (410) 715-2380


  


Torchlight Loan Services, LLC


  as Special Servicer

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson 

JPMBB 2015-C33


 


 


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial 

Mortgage Pass-Through Certificates, Series 2015-C33,

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 November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Senior Trust Advisor, on behalf of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass-Through
Certificates, Series 2015-C33 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized
terms used and not otherwise defined herein


 



    	Exhibit W-1



    	 



    

 


shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.31 of the Pooling
and Servicing Agreement, it is our assessment that Torchlight Loan Services, LLC, in its current capacity as Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The
following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Torchlight Loan Services, LLC be removed as Special Servicer and that [________] be appointed
its successor in such capacity.


 





 


	 	Very truly yours,
	 	 
	 	 [The Senior Trust 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: JPMBB 2015-C33 Asset Manager

Telecopy Number: (704) 715-0036


  


Torchlight Loan Services, LLC


  as Special Servicer

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson 

JPMBB 2015-C33


 


Re:          Access
to Certain Information Regarding JPMBB Commercial Mortgage

 Securities Trust 2015-C33, Commercial Mortgage Pass-Through 

Certificates,
Series 2015-C33


 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. 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”)/Torchlight Loan Services, LLC (“Torchlight”)] 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/Torchlight] 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


 



    	Exhibit X-1



    	 



    

 


[_____] [__], 20[__]


Page 2


 


Information
(a) includes or may be based upon information provided to [Wells Fargo/Torchlight] by third parties, (b) may not have
been verified by [Wells Fargo/Torchlight], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells
Fargo/Torchlight], 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/Torchlight]’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/Torchlight]; (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/Torchlight]; (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/Torchlight]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/Torchlight]’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/Torchlight] 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/Torchlight] 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/Torchlight] shall cease to provide the Company with Confidential Information if [Wells Fargo/Torchlight]
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
[Wells Fargo/Torchlight] 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/Torchlight]’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


  



    	Exhibit X-2



    	 



    

  


[_____] [__], 20[__]

Page 3


 


this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this Agreement.


 


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/Torchlight] 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/Torchlight]’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:]




 


	 	[TORCHLIGHT LOAN SERVICES, LLC









		By:	
	 	Name:
	 	 Title:]


 


CONFIRMED AND AGREED TO:


 


[COMPANY NAME]





	 	 	 
	By:	
	 	Name:	
	 	Title:	 
	 	 	 















    	Exhibit X-4



    	 



    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.          I
have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K, of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2015-C33 (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, Torchlight Loan Services, LLC, 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 Senior Trust Advisor; and (B) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, LNR Partners, LLC,
as Non-Serviced Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator and as non-serviced
custodian, Wilmington Trust, National Association, as Non-Serviced


 








    	Exhibit Y-1



    	 



    

 


Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Senior
Trust Advisor of the New Center One Building Mortgage Loan.


 


	Date:      	 	 



 


	 	 
	President and Chief Executive Officer
 J.P. Morgan Chase Commercial Mortgage

 Securities Corp.
 (Senior officer in charge of the securitization of 

the depositor)







 






    	Exhibit Y-2



    	 



    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33, issued pursuant
to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor 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
of the Trust (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 senior trust 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;


 



    	Exhibit Z-1-1



    	 



    




 


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 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


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33, issued pursuant
to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor 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 of the Trust (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;


 



    	Exhibit Z-2-1



    	 



    




 


 


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 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


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33, issued pursuant
to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor 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 of the Trust (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;


 



    	Exhibit Z-3-1



    	 



    




 


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 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


 


 


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33, issued pursuant
to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor 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 of
the Trust (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;


 



    	Exhibit Z-4-1



    	 



    




 


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 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 SENIOR TRUST ADVISOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33, issued pursuant
to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor 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 Senior Trust 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 Senior Trust 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 of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided
by the Senior Trust Advisor, collectively, the “Senior Trust Advisor Periodic Information”);


 


2.          Based
on my knowledge, the Senior Trust 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 Senior Trust 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 Senior Trust Advisor Periodic Information;


 



    	Exhibit Z-5-1



    	 



    




 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Senior Trust Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Senior Trust Advisor’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


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Senior Trust Advisor
or any Servicing Function Participant retained by the Senior Trust 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 Senior Trust Advisor responsible for reviewing the activities performed by the Senior Trust
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


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C33, Commercial Mortgage Pass Through Certificates, Series 2015-C33, issued pursuant
to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor 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 of
the Trust (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;


 



    	Exhibit Z-6-1



    	 



    




 


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 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 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 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.1	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)
	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 The servicing
criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 


 






    	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

    Senior Trust 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

    Senior Trust 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 Supplement (other
than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), 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 Supplement 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 Series 2015-C33 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 

         
	
         

        ·     Certificate
        Administrator

         

        ·     Depositor

         




 






    	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)

         

        ·     Senior
        Trust Advisor (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
 

	  N/A
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
1112(b) of Regulation AB provided, however, that all of the following conditions shall apply: 

        
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
Servicer (as to REO Properties)




 






    	Exhibit BB-2



    	 



    

 


	Item on Form 10-D	Party Responsible
	(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 Supplement;

                                                                                
 (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 Pooling and Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such information for such prior period; and

                                                                                 

                                                                                (c) the information shall be reportable in the Form
10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received
or prepared by the “Party Responsible” as described in clause (b) above. 

                                                                                 
	 
	Item 7*: Change in Sponsor Interest in the Securities	 ·    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor)
	
        Item 8*: Significant Enhancement Provider Information:

         

        ·     Item
1114(b)(2) and Item 1115(b) of Regulation AB


         
	  ·    Depositor



 






    	Exhibit BB-3



    	 



    

 


	Item on Form 10-D	Party Responsible
	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 the Pooling and Servicing Agreement) and the Certificate Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 
	 
	
        Item 10*: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No.
3(i) and 3(ii) of Item 601 of Regulation S-K) 
	 ·      Depositor
	
        Item 10*: Exhibits (no. 4):

         

        With respect to instruments defining the rights of
security holders (Exhibit No. 4 of 
	
        ·     Certificate
        Administrator

         

        ·     Depositor

        

          




 






    	Exhibit BB-4



    	 



    

 


	Item on Form 10-D	Party Responsible
	Item 601 of Regulation S-K)	provided,
                                         in each case, that this shall in no event be construed to make such party responsible
                                         for the initial filing of this Pooling and Servicing 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 10*: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10*: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

         
	·    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10*: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form
	·    Depositor



 






    	Exhibit BB-5



    	 



    

 


	Item on Form 10-D	Party Responsible
	
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*.


 


*     Form 10-D was amended, effective November
24, 2014, by adding new Item 7 in Part II and redesignating Items 7, 8 and 9 as Items 8, 9 and 10 as part of amendments related
to the offering process, disclosure, and reporting for asset-backed securities, however, the requirement to provide Additional
Form 10-D with respect to Item 7 shall not apply until November 23, 2015. New Item 7 will only be applicable (and newly numbered
Items 8, 9 and 10 will only reflect their new numbers) on and after November 24, 2015.


 






    	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
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), 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 Supplement 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 Series 2015-C33 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 
	·  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
	(c) such information was not previously 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
        Supplement, (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 Supplement 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: 
	
        ·    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
	
        (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 Supplement;

         

        (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 Pooling and Servicing 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 

         
	
         

        ·      Master
        Servicer (as to itself)

         

        ·      Special
        Servicer (as to itself)

         

        ·     Certificate
Administrator (as to itself)



 









    	Exhibit CC-3



    	 



    

 


	Item on Form 10-K	Party Responsible
	proceedings
described therein that are material to security holders)
	
        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     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 Supplement 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
	
        ·     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

         

        ·     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus Supplement as an “originator”
of one or more Mortgage Loans, if the Prospectus Supplement specifically states that the applicable Mortgage Loans were 10% or
more of the assets of the Trust at the date of the Prospectus Supplement (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



 






    	Exhibit CC-4



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        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 201[_]-[_] 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 Supplement 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 201[_]-[_] 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
	
                 originator of 10% or more of the
        assets of the Trust).

         

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing 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 Supplement 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 Pooling and Servicing 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
	in the Prospectus Supplement or if it was previously reported as “Additional Form 10-K 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 Supplement 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 201[_]-[_] 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 
	
        ·     The
        Depositor

         

        ·     Each
        Mortgage Loan Seller

         



 






    	Exhibit CC-6



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        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
        Supplement 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 201[_]-[_] 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 Supplement 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
	·     Depositor


 






    	Exhibit CC-7



    	 



    

 


	Item on Form 10-K	Party Responsible
	(Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)	 
	
        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 Pooling and Servicing 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 Pooling and Servicing 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 Pooling and Servicing
        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 Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601
of Regulation S-K).
	·     Not Applicable.


 






    	Exhibit CC-10



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria
for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.12 (and Section 11.07) of this Pooling and Servicing 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 11.13 (and Section 11.07) of this Pooling and Servicing 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 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        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



    	 



    

 


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 Supplement (other than information with respect to itself
that is set forth in or omitted from the Prospectus Supplement), 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 Supplement 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 Series 2015-C33 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

         




 






    	Exhibit DD-1



    	 



    

 


	Item on Form 8-K	Party Responsible 
	 	       amendment or
        definitive agreement 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 Pooling and
        Servicing 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 Pooling and Servicing 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



 






    	Exhibit DD-2



    	 



    

 


	Item on Form 8-K	Party Responsible 
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
          ·     Depositor

         

          ·     Certificate
Administrator

	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



 






    	Exhibit DD-3



    	 



    

 


	Item on Form 8-K	Party Responsible 
	Item 7.01: Regulation FD Disclosure	·    Depositor
	Item 8.01: Other Events	·    Depositor
	
        Item 9.01(d): Exhibits (no. 1): 

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of
Regulation S-K)
	·    Not applicable
	
        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 Pooling and Servicing 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



 






    	Exhibit DD-4



    	 



    

 


	Item on Form 8-K	Party Responsible 
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No.
17 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        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.



 






    	Exhibit DD-5



    	 



    

 


	Item on Form 8-K	Party Responsible 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601
of Regulation S-K).
	·     Not Applicable.


 






    	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 2015-C33—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 November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor, 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.	Grandbridge Real Estate Capital, LLC



 


		2.	Berkadia Commercial Mortgage LLC



 


		3.	Bellwether Enterprise Real Estate Capital, LLC



 


    	Exhibit FF-1



    	 



    

 


EXHIBIT
gg


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 


    	Exhibit GG-1



    	 



    

 



EXHIBIT
hh


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



JPMBB Commercial Mortgage Securities Trust 2015-C33,

Commercial Mortgage Pass-Through Certificates

Series 2015-C33 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Torchlight Loan Services, LLC, 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]

[TORCHLIGHT LOAN SERVICES, LLC, 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: Stephen M. Renna


  


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:  JPMBB 2015-C33, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.20(h) 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	JPMBB 2015-C33	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$

        
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	JPMBB 2015-C33	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$

        
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	JPMBB 2015-C33	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside the Trust	 	 	 	 	 	$

        
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Exhibit KK-1



    	 



    


 



 


EXHIBIT
LL


 


Form
of Notice of Exchangeable Certificates

for the Class D Certificates


 


Wells Fargo Bank, National Association

    as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS)





JPMBB Mortgage Securities Trust Series 2015-C33





Ref: JPMBB 2015-C33 Exchange Request





Via email to:


 


·           cts.cmbs.bond.admin@wellsfargo.com


 


Ladies and Gentlemen:


 


In accordance with Section
5.09 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, the undersigned, as
Certificateholder or Certificate Owner, we hereby give notice of our intent to present and surrender the [Exchangeable Certificates
specified on Schedule I attached hereto] [Class D Certificates specified on Schedule I attached hereto] and all of our right, title
and interest in and to such [Exchangeable Certificates][Class D Certificates], including all payments of interest thereon received
after [_____________], in exchange for the [Class D Certificates specified on Schedule I attached hereto][Exchangeable Certificates
specified on Schedule I attached hereto]. We propose an Exchange Date of [______].


 


We agree that upon such
exchange, our interests in the portions of the [Exchangeable Certificates][Class D Certificates] designated for exchange shall
be cancelled and replaced by the [Class D Certificates][Exchangeable Certificates] issued in exchange therefor.


 






    	 	Exhibit LL-1	 



     


    

 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used
in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 


	 	[________________]
	 	 
	 	By: 	 
	 	 	Name:

	 	 	Title:











 



    	 	Exhibit LL-2	 



     


    




 


SCHEDULE I


 


CERTIFICATES TO BE EXCHANGED





	Certificates to

 be exchanged	CUSIP (of 

Certificates to 

be exchanged)	

outstanding principal

 balance of the Initial 

Certificate Balance of 

Certificates to be

 exchanged	Certificates to 

be received	CUSIP (of 

Certificates to be 

received)
	 	 	 	 	
         

         

         

         



 


The Exchangeable Certificates and Class D
Certificates may be exchanged only in the Exchange Proportion designated in the Pooling and Servicing Agreement.


 



    	 	Exhibit LL-3	 



     


    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 





INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLS
FARGO.COM

 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attn: Corporate Trust Services (CMBS) JPMBB 2015-C33—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 November 1, 2015 (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, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Senior Trust Advisor, 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 Certificate Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        

        MM/DD/YYYY

        
	
        Ending Balance as of 

        

        MM/DD/YYYY

        

	Certificate 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: JPMBB 2015-C33 Asset Manager

Telecopy Number: (704) 715-0036


 


Torchlight Loan Services, LLC





    as
Special Servicer

701 Brickell Avenue

Suite 2200

Miami, FL 33131

Attention: William A. Clarkson 

JPMBB 2015-C33


 


Pentalpha Surveillance LLC





            as
Senior Trust 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:	JPMBB Commercial Mortgage Securities Trust 2015-C33
Commercial Mortgage Pass-Through Certificates, Series 2015-C33 (the “Certificates”) issued pursuant to the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2015, by and
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor



 


This letter is delivered to you, pursuant
to Section 3.28(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the


 



    	 	Exhibit NN-1	 



     


    

 


“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 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 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	 



     


    




 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


 1.          32
Avenue of the Americas


 2.          DoubleTree
Anaheim – Orange County


 3.          New
Center One Building


 4.          Propst
Promenade


 






    	 	Schedule 1-1	 



     


    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule





See Annex E to the Prospectus Supplement.





 



    	 	Schedule 2-1	 



     


    

 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves 


 


None.


 






    	 	Schedule 3-1