Exhibit 4.1


 


 





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

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


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

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Senior Trust Advisor


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


June
1, 2015


 


JPMBB
Commercial Mortgage Securities Trust 2015-C29

Commercial Mortgage Pass-Through Certificates


 


Series
2015-C29


 


    	 



    	 



    

 

	 	 	 	 	 
	TABLE OF CONTENTS
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	5
	Section 1.02	 	Certain Calculations	 	100
	 	 	 	 	 
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	102
	Section 2.02	 	Acceptance by Trustee	 	107
	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	 	112
	Section 2.04	 	Execution
    of Certificates; Issuance of Uncertificated Lower-Tier Interests	 	119
	Section 2.05	 	Creation
    of the Grantor Trust	 	119
	 	 	 	 	 
	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	 	120
	Section 3.02	 	Collection of Mortgage Loan Payments	 	127
	Section 3.03	 	Collection of Taxes, Assessments and
    Similar Items; Servicing Accounts	 	130
	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 Gain-on-Sale Reserve Account and the Class EC Distribution Account	 	134
	Section 3.05	 	Permitted
    Withdrawals from the Certificate Account, the Distribution Accounts and the Companion Distribution Account	 	139
	Section 3.06	 	Investment of Funds in the Certificate
    Account and the REO Account	 	149
	Section 3.07	 	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	151
	Section 3.08	 	Enforcement of Due-on-Sale Clauses;
    Assumption Agreements	 	156


 


    	-i-



    	 



    

 


	 	 	 	 	 
	Section 3.09	 	Realization Upon Defaulted Mortgage
    Loans and Companion Loans	 	161
	Section 3.10	 	Trustee
    and Certificate Administrator to Cooperate; Release of Mortgage Files	 	165
	Section 3.11	 	Servicing Compensation	 	166
	Section 3.12	 	Inspections; Collection of Financial
    Statements	 	172
	Section 3.13	 	[Reserved.]	 	176
	Section 3.14	 	[Reserved.]	 	176
	Section 3.15	 	Access to Certain Information	 	176
	Section 3.16	 	Title to REO Property; REO Account	 	186
	Section 3.17	 	Management of REO Property	 	187
	Section 3.18	 	Sale of Defaulted Mortgage Loans and
    REO Properties	 	190
	Section 3.19	 	Additional Obligations of Master Servicer
    and Special Servicer	 	196
	Section 3.20	 	Modifications, Waivers, Amendments
    and Consents	 	198
	Section 3.21	 	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	206
	Section 3.22	 	Sub-Servicing Agreements	 	211
	Section 3.23	 	Representations, Warranties and Covenants
    of the Master Servicer	 	215
	Section 3.24	 	Representations, Warranties and Covenants
    of the Special Servicer	 	216
	Section 3.25	 	Interest Reserve Account	 	218
	Section 3.26	 	[Reserved.]	 	218
	Section 3.27	 	Directing
    Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer	 	218
	Section 3.28	 	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	218
	Section 3.29	 	Intercreditor Agreements	 	222
	Section 3.30	 	Rating Agency Confirmation	 	225
	Section 3.31	 	The Senior Trust Advisor	 	227
	Section 3.32	 	Companion Paying Agent	 	233
	Section 3.33	 	Companion Register	 	234
	Section 3.34	 	Certain Matters Relating to the Non-Serviced
    Mortgage Loans	 	234
	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	235
	Section 4.02	 	Statements
    to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	246
	Section 4.03	 	P&I Advances	 	251
	Section 4.04	 	Allocation of Collateral Support Deficit	 	254
	Section 4.05	 	Appraisal Reductions	 	255
	Section 4.06	 	Certificate Deferred Interest	 	258
	Section 4.07	 	Grantor Trust Reporting	 	259
	Section 4.08	 	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	261


 



    	-ii-



    	 



    

 


	 	 	 	 	 
	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	264
	Section 5.02	 	Form and Registration	 	264
	Section 5.03	 	Registration of Transfer and Exchange
    of Certificates	 	267
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen
    Certificates	 	274
	Section 5.05	 	Persons Deemed Owners	 	274
	Section 5.06	 	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	 	275
	Section 5.07	 	Maintenance of Office or Agency	 	275
	Section 5.08	 	Appointment of Certificate Administrator	 	275
	Section 5.09	 	Exchangeable Certificates and the Class
    EC Certificates	 	276
	 	 	 	 	 
	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	 	278
	Section 6.02	 	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer	 	278
	Section 6.03	 	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others	 	279
	Section 6.04	 	Depositor,
    Master Servicer and Special Servicer Not to Resign	 	284
	Section 6.05	 	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	 	285
	Section 6.06	 	The Master Servicer and the Special
    Servicer as Certificate Owner	 	285
	Section 6.07	 	The Directing Certificateholder	 	285
	 	 	 	 	 
	ARTICLE VII
	 	 	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 	 	 
	Section 7.01	 	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	 	290
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	297
	Section 7.03	 	Notification to Certificateholders	 	299
	Section 7.04	 	Waiver of Servicer Termination Events	 	299
	Section 7.05	 	Trustee as Maker of Advances	 	300


 


    	-iii-



    	 



    

	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND
    THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate
    Administrator	 	300
	Section 8.02	 	Certain Matters Affecting the Trustee
    and the Certificate Administrator	 	302
	Section 8.03	 	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	303
	Section 8.04	 	Trustee or Certificate Administrator
    May Own Certificates	 	304
	Section 8.05	 	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	304
	Section 8.06	 	Eligibility Requirements for Trustee
    and Certificate Administrator	 	305
	Section 8.07	 	Resignation and Removal of the Trustee
    and Certificate Administrator	 	306
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	309
	Section 8.09	 	Merger or Consolidation of Trustee
    or Certificate Administrator	 	309
	Section 8.10	 	Appointment of Co-Trustee or Separate
    Trustee	 	309
	Section 8.11	 	Appointment of Custodians	 	311
	Section 8.12	 	Representations and Warranties of the
    Trustee	 	311
	Section 8.13	 	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	 	312
	Section 8.14	 	Representations and Warranties of the
    Certificate Administrator	 	312
	Section 8.15	 	Compliance with the Patriot Act	 	314
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	TERMINATION
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation
    of All Mortgage Loans	 	314
	Section 9.02	 	Additional Termination Requirements	 	318
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	318
	Section 10.02	 	Use of Agents	 	322
	Section 10.03	 	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	322
	Section 10.04	 	Appointment of REMIC Administrators	 	322
	 	 	 	 	 
	ARTICLE XI
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND
    REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	323
	Section 11.02	 	Succession; Subcontractors	 	324


 


    	-iv-



    	 



    





	 	 	 	 	 
	Section 11.03	 	Filing Obligations	 	326
	Section 11.04	 	Form 10-D Filings	 	327
	Section 11.05	 	Form 10-K Filings	 	330
	Section 11.06	 	Sarbanes-Oxley Certification	 	333
	Section 11.07	 	Form 8-K Filings	 	334
	Section 11.08	 	Form 15 Filing	 	336
	Section 11.09	 	Annual Compliance Statements	 	336
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	338
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	340
	Section 11.12	 	Indemnification	 	341
	Section 11.13	 	Amendments	 	343
	Section 11.14	 	Regulation AB Notices	 	344
	Section 11.15	 	Certain Matters
    Relating to the Future Securitization of the Serviced Pari Passu Companion Loans		344



        
	Section 11.16	 	Certain Matters Regarding Significant Obligors	 	349
	Section 11.17	 	Impact of Cure Period	 	349
	 	 	 	 	 
	ARTICLE
    XII	 	 
	 	 	 	 	 
	MISCELLANEOUS
    PROVISIONS	 	 
	 	 	 	 	 
	Section 12.01	 	Amendment	 	350
	Section 12.02	 	Recordation of Agreement; Counterparts	 	354
	Section 12.03	 	Limitation on Rights of Certificateholders	 	354
	Section 12.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	355
	Section 12.05	 	Notices	 	356
	Section 12.06	 	Severability of Provisions	 	362
	Section 12.07	 	Grant of a Security Interest	 	362
	Section 12.08	 	Successors and Assigns; Third Party Beneficiaries	 	362
	Section 12.09	 	Article and Section Headings	 	363
	Section 12.10	 	Notices to the Rating Agencies	 	363


 






    	-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-3A1 Certificate
	Exhibit A-4	 	Form of Class A-3A2 Certificate
	Exhibit A-5	 	Form of Class A-4 Certificate
	Exhibit A-6	 	Form of Class A-SB Certificate
	Exhibit A-7	 	Form of Class X-A Certificate
	Exhibit A-8	 	Form of Class X-B Certificate
	Exhibit A-9	 	Form of Class X-C Certificate
	Exhibit A-10	 	Form of Class X-D Certificate
	Exhibit A-11	 	Form of Class X-E Certificate
	Exhibit A-12	 	Form of Class X-F Certificate
	Exhibit A-13	 	Form of Class X-NR Certificate
	Exhibit A-14	 	Form of Class A-S Certificate
	Exhibit A-15	 	Form of Class B Certificate
	Exhibit A-16	 	Form of Class C Certificate
	Exhibit A-17	 	Form of Class EC Certificate
	Exhibit A-18	 	Form of Class D Certificate
	Exhibit A-19	 	Form of Class E Certificate
	Exhibit A-20	 	Form of Class F Certificate
	Exhibit A-21	 	Form of Class NR Certificate
	Exhibit A-22	 	Form of Class R Certificate
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C	 	Form of Investment Representation Letter
	Exhibit D-1	 	Form of Transferee Affidavit
	Exhibit D-2	 	Form of Transferor Letter
	Exhibit E	 	Form of Request for Release
	Exhibit F-1	 	Form of ERISA Representation Letter regarding ERISA Restricted
    Certificates
	Exhibit F-2	 	Form of ERISA Representation Letter regarding Class R Certificates
    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


 






    	-vi-



    	 



    




  


	 	 	 
	Exhibit N	 	Form of Transfer Certificate for Non-Book Entry Certificate to
    Regulation S Book-Entry Certificate
	Exhibit O	 	Form of Transfer Certificate for Non-Book Entry Certificate to
    Rule 144A Book-Entry Certificate
	Exhibit P-1	 	Form of Investor Certification
	Exhibit P-2	 	Form of Certification for NRSROs
	Exhibit P-3	 	Online Market Data Provider Certification
	Exhibit Q	 	Custodian Certification/Exception Report
	Exhibit R-1	 	Form of Power of Attorney – Master Servicer
	Exhibit R-2	 	Form of Power of Attorney – Special Servicer
	Exhibit S	 	Initial Companion Holders
	Exhibit T	 	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	 	Form of Notice and Certification Regarding Defeasance of Mortgage
    Loan
	Exhibit V	 	Form of 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
	Exhibit KK	 	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	 	Form of Notice of Exchangeable Certificates for the Class EC Certificates
	Exhibit MM	 	Additional Disclosure Notification (Accounts)
	Exhibit NN	 	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	 	[Reserved]


  



    	-vii-



    	 



    




  


	 	 	 
	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


   



    	-viii-



    	 



    




 



 


This
Pooling and Servicing Agreement is dated and effective as of June 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 any Exchangeable Certificates that have been
exchanged for the Class EC Certificates and the proceeds thereof in the Class EC 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 portions of the Trust Fund consisting of any Exchangeable Certificates that have been exchanged
for the Class EC Certificates and the Class EC 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 EC Certificates shall represent undivided beneficial interests in the
portion of the Grantor Trust consisting of the exchanged Exchangeable Certificates and the Class EC Distribution Account.
The Class EC Certificates do not represent an interest in an entity other than the Trust and, for the avoidance of doubt,
the Grantor Trust is not a separate legal entity. 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 (other than the Direct Sale Certificates) to the Underwriters and the Initial Purchasers
and the Depositor intends to sell the Direct Sale Certificates to JPMCB, in an offering exempt from the registration requirements
of the federal securities laws.



 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3A1, Class LA3A2,
Class LA4, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF 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)	$48,951,000
	Class LA2	(1)	  $212,993,000
	Class LA3A1	(1)	$60,000,000
	Class LA3A2	(1)	$75,000,000
	Class LA4	(1)	  $223,062,000
	Class LASB	(1)	$69,138,000
	Class LAS	(1)	$63,992,000
	Class LB	(1)	$54,147,000
	Class LC	(1)	$44,302,000
	Class LD	(1)	$52,916,000
	Class LE	(1)	$20,920,000
	Class LF	(1)	$11,076,000
	Class LNR	(1)	$47,993,856
	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-3A1, Class A-3A2,
Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S,
Class B, Class C, Class D, Class E, Class F 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	 	1.6255%	 	 	$48,951,000
	Class A-2 Certificates	 	2.9213%	 	 	$212,993,000
	Class A-3A1 Certificates	 	3.3423%	 	 	$60,000,000
	Class A-3A2 Certificates	 	3.3423%	 	 	$75,000,000
	Class A-4 Certificates	 	3.6108%	 	 	$223,062,000
	Class A-SB Certificates	 	3.3044%	 	 	$69,138,000
	Class
    X-A Certificates	 	0.9657560%
    (1)(2)	 	 	$753,136,000
	Class
    X-B Certificates	 	0.0842490%
    (1)(2)	 	 	$54,147,000
	Class
    X-C Certificates	 	0.0000%
    (1)(2)	 	 	$44,302,000
	Class
    X-D Certificates	 	0.5000000%
    (1)(2)	 	 	$52,916,000
	Class
    X-E Certificates	 	0.3022490%
    (1)(2)	 	 	$20,920,000
	Class
    X-F Certificates	 	0.3022490%
    (1)(2)	 	 	$11,076,000
	Class
    X-NR Certificates	 	0.3022490%
    (1)(2)	 	 	$47,993,856
	Class
    A-S Certificates	 	3.9166%	 	 	$63,992,000
	Class
    B Certificates	 	4.1180%	 	 	$54,147,000
	Class
    C Certificates	 	4.2022%	 	 	$44,302,000
	Class
    D Certificates	 	3.7022%	 	 	$52,916,000
	Class
    E Certificates	 	3.9000%	 	 	$20,920,000
	Class
    F Certificates	 	3.9000%	 	 	$11,076,000
	Class
    NR Certificates	 	3.9000%	 	 	$47,993,856
	Class R
    Certificates	 	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”,
                                         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”, the Pass-Through Rate
                                         for the Class X-E Certificates will be calculated in accordance with the definition of
                                         “Class X-E Pass-Through Rate”, the Pass-Through Rate for the Class X-F Certificates
                                         will be calculated in accordance with the definition of “Class X-F Pass-Through
                                         Rate”, and the Pass-Through Rate for the Class X-NR Certificates will be calculated
                                         in accordance with the definition of “Class X-NR Pass-Through Rate”.



 


		(2)	None
                                         of the Class X-A Certificates, the Class X-B Certificates, the Class X-C Certificates,
                                         the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates or
                                         the Class X-NR 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, the Class X-C Notional Amount, the Class X-D Notional
                                         Amount, the Class X-E Notional Amount, the Class X-F Notional Amount or the Class X-NR
                                         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)	The
                                         Class R Certificates will not 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.



 






    	-3-



    	 



    


 





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 $984,490,857.


 


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 EC Certificates. The initial Certificate Balance of the Class EC Certificates
is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal
balance of the Class EC Certificates that could be issued in an exchange and conversion. The Class EC 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 EC Certificates. For the initial Distribution
Date, the effective Pass-Through Rate of the Class EC Certificates is 4.0616%.


 


The
One City Centre Pari Passu Companion Loan, JAGR Portfolio Pari Passu Companion Loan, Horizon Outlet Shoppes Portfolio Pari Passu
Companion Loan, Marriott-Pittsburgh 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
One City Centre Whole Loan consists of the One City Centre Mortgage Loan and the One City Centre Pari Passu Companion Loan. The
One City Centre Mortgage Loan and the One City Centre Pari Passu Companion Loan are pari passu with each other. The One
City Centre Mortgage Loan is part of the Trust Fund. The One City Centre Pari Passu Companion Loan is not part of the Trust Fund.
The One City Centre Mortgage Loan and the One City Centre Pari Passu Companion Loan will be serviced and administered in accordance
with this Agreement and the One City Centre Intercreditor Agreement.


 


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


 


The
Horizon Outlet Shoppes Portfolio Whole Loan consists of the Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet
Shoppes Portfolio Pari Passu Companion Loan. The Horizon Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes
Portfolio Pari Passu Companion Loan are pari passu with each other. The Horizon Outlet Shoppes Portfolio Mortgage Loan
is part of the Trust Fund. The Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The Horizon
Outlet Shoppes


 






    	-4-



    	 



    

 


Portfolio
Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan will be serviced and administered in accordance
with the JPMBB Commercial Mortgage Securities Trust 2015-C28 Pooling and Servicing Agreement and the Horizon Outlet Shoppes Portfolio
Intercreditor Agreement.


 


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


 


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


 





Article I



DEFINITIONS


 


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


 


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


 


“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.


 


“AB
Control Appraisal Period”: The “Control Appraisal Period” or similarly defined term as defined in the related
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.


 






    	-5-



    	 



    

 


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


 






    	-6-



    	 



    

 


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 EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this
Agreement as between the Exchangeable Certificates and the Class EC 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 EC Certificates; provided, however, that all amounts of Accrued
Certificate Interest that are allocable to Exchangeable Certificates that have been exchanged and converted for Class EC
Certificates shall be deemed allocable to such Class EC 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 EC Certificates, for purposes
of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates
and the Class EC 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 EC Certificates; provided, however, that all amounts of Accrued Interest From Recoveries that would
otherwise be allocable to


 






    	-7-



    	 



    

 


Exchangeable
Certificates that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC
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).


 


“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.


 






    	-8-



    	 



    

 


“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.


 


“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.


 


“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 (prior to the occurrence of a Consultation Termination Event 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


 






    	-9-



    	 



    

 


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 AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage
Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds
of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such
Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid 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 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 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


 






    	-10-



    	 



    

 


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 or 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 Loan, as applicable, by the Special Servicer, (iii) the date on which a receiver has been
appointed for the Mortgaged Property, (iv) the date on which a Mortgagor declares bankruptcy, (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 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-3A1, Class A-3A2, 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-Out
Class”: As defined in Section 4.05(b)(i).


 


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


 






    	-11-



    	 



    

 


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.


 


“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 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, if applicable), 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


 






    	-12-



    	 



    

 


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 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)               
[Reserved];


 


(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);


 






    	-13-



    	 



    

 


(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 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 of the
Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B,
Class C and Class D 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 the Serviced Whole Loan, as applicable, and is greater than or equal to the Pass-Through Rate on such Class of Certificates,
then the Base Interest Fraction will equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate
on such Mortgage Loan or the 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.


 






    	-14-



    	 



    

 


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


 


“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, Miami, Florida, Overland Park, Kansas, Minneapolis, Minnesota, New York, New York, Pittsburgh, Pennsylvania, San Francisco,
California, Bethesda, Maryland 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-C29, 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, 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 any Trust REMIC formed
hereunder.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder. Wells Fargo Bank, National Association will perform 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 0.00457%
per annum and the Stated Principal Balance of


 






    	-15-



    	 



    

 


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 EC Certificates. The initial Certificate Balance of the Class EC
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 EC Certificates, the Class EC 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 EC Certificates, and (ii) any amount of the Class EC Certificates will
result in a conversion and reduction, on a dollar-for-dollar basis, of the Certificate Balance of the Class EC 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, as applicable, pursuant to
Section 4.06(a). With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes
of determining allocations under Section 4.06(a) of this Agreement as between the Exchangeable Certificates and the
Class EC 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 EC 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 EC Certificates shall be deemed allocable to such Class EC
Certificates, without duplication.


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination,
a fraction, expressed as a decimal carried


 






    	-16-



    	 



    

 


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; 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, the Trustee, the
Certificate Administrator, the Depositor, any Mortgage Loan Seller, a manager of a Mortgaged Property, a Mortgagor or any Affiliate
of any of such Persons shall be deemed not to be outstanding, 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, 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 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 Affiliates 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 EC Certificates on an aggregate
basis.


 






    	-17-



    	 



    

 


“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-3A1, Class A-3A2, 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 1.6255%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.9213%.


 


“Class A-3A1
Certificate”: A Certificate designated as “Class A-3A1” 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-3A1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3423%.


 


“Class A-3A2
Certificate”: A Certificate designated as “Class A-3A2” 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-3A2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3423%.


 


“Class
A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-5
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.6108%.


 






    	-18-



    	 



    

 


“Class
A-S Certificate”: A Certificate designated as “Class A-S” 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
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9166%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class
A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3044%.


 


“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-15
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.1180%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 






    	-19-



    	 



    

 


“Class
E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9000%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class EC
Certificate”: Any one of the Certificates with a “Class EC” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of Exhibit A-17 to this Agreement. For federal income tax purposes, the Class EC 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 EC 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 EC Certificates.


 


“Class EC
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-C29, Commercial
Mortgage Pass-Through Certificates, Class EC Distribution Account,” and which must be an Eligible Account or a subaccount
of an Eligible Account. The Class EC Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but
rather shall be an asset of the Grantor Trust.


 


“Class
F Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-20
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 lesser of (i) 3.9000%
and (ii) 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 LA3A1
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.


 






    	-20-



    	 



    

 


“Class LA3A2
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.


 


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


 


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


 


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


 


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


 






    	-21-



    	 



    

 


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-21
hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and
(ii) an undivided beneficial ownership interest in the related portion of the Grantor Trust.


 


“Class NR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9000%
and (ii) 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-22
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 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 EC Certificates, for purposes of determining allocations
and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC
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 EC 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 EC Certificates shall be deemed allocable to such Class EC 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, Class X-D
Certificates and Class X-E Certificates, Class X-F Certificates and Class X-NR Certificates or any of the Class X-A
Certificates, Class X-B Certificates, Class X-C Certificates, Class X-D Certificates, Class X-E Certificates, Class
X-F Certificates or Class X-NR Certificates, as the context may require.


 






    	-22-



    	 



    

 


“Class
X-A Certificate”: A Certificate designated as “Class X-A” 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-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates
(determined without giving effect to any exchange and conversion of any Class A-S Certificates for Class EC Certificates).


 


“Class
X-A Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will 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 (calculated
without giving effect to any exchange and conversion of any Class A-S Certificates for Class EC Certificates) 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-8
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.


 


“Class
X-B Notional Amount”: As of any date of determination, the Certificate Balance of the Class B Certificates.


 


“Class
X-B Pass-Through Rate”: The Pass-Through Rate for 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.


 


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


 


“Class
X-C Notional Amount”: As of any date of determination, the 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-10
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.


 






    	-23-



    	 



    

 


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


 


“Class
X-D Pass-Through Rate”: The Pass-Through Rate for the Class X-D Certificates for any Distribution Date will 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 D Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the
initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


“Class
X-E Pass-Through Rate”: The Pass-Through Rate for the Class X-E 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 E Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-E Certificates for the
initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


“Class
X-F Pass-Through Rate”: The Pass-Through Rate for the Class X-F 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 F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-F Certificates for the
initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


“Class
X-NR Pass-Through Rate”: The Pass-Through Rate for the Class X-NR 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


 






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NR
Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-NR Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Closing
Date”: June 30, 2015.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collateral
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-C29 Commercial Mortgage Pass-Through Certificates, Series 2015-C29.”
The Companion Distribution Account shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust, but instead
shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account.
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution
Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


“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 any 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


 






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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, the related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to
the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Due Period received
by the Master Servicer during such Due Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan,
as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate
Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan
as a result of the Master Servicer’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) a 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, 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 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.


 






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“Control
Eligible Certificates”: Any of the Class E, Class F 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 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. 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: JPMBB 2015-C29; 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-C29, 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).


 






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


 






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


 


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


 


“CREFC®
Historical Loan Modification 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 0.0005% 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


 






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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


 






    	-30-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced 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 EC 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


 






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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) 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 June 2015, or with respect
to any Mortgage Loan that has its first Due Date in July 2015, the date that would have otherwise been the related Due Date in
June 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 Depositor, notice of which designation shall be given to the Trustee, the Certificate


 






    	-33-



    	 



    

 


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.


 






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“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 A-3A2
Certificates, the Class R 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).


 


“Direct
Sale Certificates”: $75,000,000 initial Certificate Balance of Class A-3A2 Certificates sold by the Depositor to JPMCB
on the Closing Date.


 


“Directing
Certificateholder”: The initial Directing Certificateholder shall be BlackRock Realty Advisors, Inc., on behalf of one
or more managed funds or accounts. 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) will, subject to the terms of Section 3.28(b) hereof, be the


 






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Directing
Certificateholder; provided, however, that, in the case of this clause (iii), in the event that no one Holder
owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until
appointed in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control Event, the
Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein. After the
occurrence of a Consultation Termination Event, there will be no Directing Certificateholder. The Depositor shall promptly provide
the name and contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any
such requesting party may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling
Class Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder and no party 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


 






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Special
Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is expressly entitled pursuant to Section 3.11
of this Agreement.


 


“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 any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any
Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“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 EC Certificates, for
purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable
Certificates and the Class EC 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 EC Certificates; provided, however, that all amounts of Distributable Certificate Interest
that would otherwise be allocable


 






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to
such converted Exchangeable Certificates shall be deemed allocable to such Class EC Certificates, without duplication.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Class EC Distribution Account and the Lower-Tier
REMIC 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 July 2015. The initial Distribution Date
shall be July 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.


 


“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.


 






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“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long -term unsecured
debt obligations of which are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured
debt obligations of which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty
(30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “F1” from
Fitch, if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained
with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt
rating shall be at least “A2” from Moody’s and “A” from Fitch (if the deposits are to be held
in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term
unsecured debt rating shall be at least “P-1” from Moody’s and “F2” from Fitch (if the deposits
are to be held in the account for thirty (30) days or less); (iii) an account or accounts maintained with PNC Bank, National Association
so long as PNC Bank National Association’s long term unsecured debt or deposit account rating shall be at least “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or PNC Bank National Association’s short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
from Moody’s and “F1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less)
(iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the
applicable clause, would be listed in clauses (i) – (iii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the
Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clauses (i)
– (iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating
Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer, or (vi) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured
debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held
in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary
funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be
evidenced by a certificate of deposit, passbook or other similar instrument.


 






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“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 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 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
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


 






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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.


 


“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).


 


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


 





	
        Exchange
        Proportion

	Class A-S:       39.39399535831470%	Class EC:         100.0000000000000%
	Class B:            33.33333333333330%	 
	Class C:           27.27267130835200%	 




  


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


 


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


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced 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 Directing Certificateholder or holder of an AB Subordinate Companion
Loan with respect to such Specially Serviced Mortgage Loan; provided that, 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.


 






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“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if 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. 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.


 


“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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, Gain-on-Sale Reserve


 






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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 the Exchangeable Certificates that have been exchanged and converted
to the Class EC Certificates and the Class EC Distribution Account, beneficial ownership of which is represented by
the Class EC Certificates as further described in Section 5.09.


 


“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.


 


“Horizon
Outlet Shoppes Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of April 2, 2015, by and
between the holder of the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan and the holder of the Horizon Outlet Shoppes
Portfolio Mortgage Loan, relating to the relative rights of such holders of the Horizon Outlet Shoppes Portfolio Whole Loan, as
the same may be further amended in accordance with the terms thereof.


 


“Horizon
Outlet Shoppes Portfolio Mortgage Loan”: With respect to the Horizon Outlet Shoppes Portfolio Whole Loan, the Mortgage
Loan that is included in the Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is designated as
promissory note A-2, and is pari passu in right of payment with the Horizon Outlet Shoppes Portfolio Pari Passu Companion
Loan to the extent set forth in the Horizon Outlet Shoppes Portfolio Intercreditor Agreement.


 


“Horizon
Outlet Shoppes Portfolio Mortgaged Property”: The Mortgaged Property which secures the Horizon Outlet Shoppes Portfolio
Whole Loan.


 


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


 


“Horizon
Outlet Shoppes Portfolio Whole Loan”: The Horizon Outlet Shoppes Portfolio Mortgage Loan, together with the Horizon
Outlet Shoppes Portfolio Pari Passu


 






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Companion
Loan, each of which is secured by the same Mortgage on the Horizon Outlet Shoppes Portfolio Mortgaged Property. References herein
to the Horizon Outlet Shoppes Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under the Horizon
Outlet Shoppes Portfolio Mortgage Loan and the Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan.


 


“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 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


 






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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.


 


“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 One City Centre Intercreditor Agreement, the JAGR Portfolio Intercreditor Agreement, the Horizon
Outlet Shoppes Portfolio Intercreditor Agreement, the Marriott-Pittsburgh Intercreditor Agreement and any AB Intercreditor Agreement
and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor
of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 






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“Interest
Accrual 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 EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of
this Agreement as between the Exchangeable Certificates and the Class EC 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 EC Certificates; provided, however, that all Interest Distribution
Amounts that would otherwise be allocable to Exchangeable Certificates that have been exchanged and converted to Class EC
Certificates shall be deemed allocable to and shall be distributable to such Class EC 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29,
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


 






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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, substantially in the form included hereto as Exhibit P-1, representing (i) that
such Person executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such Person is not
a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or
any investment advisor or manager or other representative of the foregoing), (ii) that such Person is not a Mortgagor, a
manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer,
limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing or a mezzanine
lender who has commenced foreclosure proceedings, (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.


 


“Investor
Q&A Forum”: As defined in Section 4.08(a).


 


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


 


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


 


“JAGR
Portfolio Mortgage Loan”: With respect to the JAGR Portfolio Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu
in right of payment with the JAGR Portfolio Pari Passu Companion Loan to the extent set forth in the JAGR Portfolio Intercreditor
Agreement.


 


“JAGR
Portfolio Mortgaged Property”: The Mortgaged Property which secures the JAGR Portfolio Whole Loan.


 


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


 


“JAGR
Portfolio Whole Loan”: The JAGR Portfolio Mortgage Loan, together with the JAGR Portfolio Pari Passu Companion Loan,
each of which is secured by the same Mortgage on the JAGR Portfolio Mortgaged Property. References herein to the JAGR Portfolio


 






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Whole
Loan shall be construed to refer to the aggregate indebtedness under the JAGR Portfolio Mortgage Loan and the JAGR Portfolio Pari
Passu Companion Loan.


 


“JPMBB
Commercial Mortgage Securities Trust 2015-C28 Pooling and Servicing Agreement”: The pooling and servicing agreement,
dated as of April 1, 2015, among the Depositor, 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, as from time to time amended, supplemented
or modified relating to the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C28, Commercial Mortgage Pass-Through
Certificates, Series 2015-C28.


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any
Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.18 (and the related Intercreditor Agreement,
as applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the Holders of


 






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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 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 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 Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for
a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and
Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior
to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by
any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other
Securitization; or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of
a Servicing Transfer Event described in clause (i) or (ii) of the


 






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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 1.00% 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 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)).


 






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“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans 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 other Trust REMICs 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, Lower-Tier REMIC Distribution Account”. Any
such account, accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: As defined in Section 6.07(a).


 


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


 


“Marriott-Pittsburgh
Mortgage Loan”: With respect to the Marriott-Pittsburgh Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu
in right of payment with the Marriott-Pittsburgh Pari Passu Companion Loan to the extent set forth in the Marriott-Pittsburgh
Intercreditor Agreement.


 


“Marriott-Pittsburgh
Mortgaged Property”: The Mortgaged Property which secures the Marriott-Pittsburgh Whole Loan.


 


“Marriott-Pittsburgh
Pari Passu Companion Loan”: With respect to the Marriott-Pittsburgh Whole Loan, the Companion Loan evidenced by the
related promissory note made by the related Mortgagor and secured by the Mortgage on the Marriott-Pittsburgh Mortgaged Property,
which is not included in the Trust and which is pari passu in right of payment to the


 


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Marriott-Pittsburgh
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Marriott-Pittsburgh Intercreditor
Agreement.


 


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


 


“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 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.


 


“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


 


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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 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29”
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;


 


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(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);


 


(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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29” 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29” 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;


 


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(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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29” 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;


 


(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;


 


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(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 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;


 


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(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


 


(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 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 Wells


 


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Fargo
Bank, National Association, as custodian under the related Non-Serviced Pooling Agreement (in such form as was delivered to Wells
Fargo Bank, National Association, in such capacity).


 


“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 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;


 


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(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;


 


(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)       [Reserved];


 


(xxvi)      [Reserved];
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) RAIT, a Delaware limited liability company, or its successor in interest, (iv) RCMC, a Delaware corporation, or its
successor in interest and (v) SMF II, a Delaware limited liability company, or its successor in interest. For the avoidance of
doubt, any reference herein to the “Mortgage Loan


 


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Seller”
as it relates to RAIT in connection with any repurchase obligations thereof shall also be a reference to RAIT Financial Trust
to the extent that RAIT Financial Trust has, in accordance with the RAIT Financial Trust Guaranty, agreed to guaranty such repurchase
obligations. 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 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. For the avoidance of doubt, any reference
herein to the “Mortgage Loan Seller” as it relates to SMF II in connection with any obligations thereof shall also
be a reference to Starwood to the extent that Starwood has, in accordance with the related Mortgage Loan Purchase Agreement, agreed
to cause SMF II to take any actions thereunder or, to the extent assigned to the Trustee, Starwood 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, related Serviced Pari Passu Companion Loan or the related Subordinate
Companion Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default)
to accrue on such Mortgage Loan, related Serviced Pari Passu Companion Loan or the related Subordinate Companion Loan from time
to time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan, related Serviced Pari
Passu Companion Loan or the related Subordinate Companion Loan after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date.


 


“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


 


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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 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,
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
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).


 


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“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, 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 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


 


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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 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), 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


 


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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 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),
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, 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


 


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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 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. For the avoidance of doubt, the Special Servicer
shall not make any Servicing Advances.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class A-3A2, Class X-C, Class X-D,
Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR or Class R Certificate.


 


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


 


“Non-Serviced
Companion Loan”: The Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan.



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“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 Horizon Outlet Shoppes Portfolio Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: The Horizon Outlet Shoppes Portfolio Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The Horizon Outlet Shoppes Portfolio Mortgaged Property.


 


“Non-Serviced
Pooling Agreement”: The JPMBB Commercial Mortgage Securities Trust 2015-C28 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 Horizon Outlet Shoppes Portfolio 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 



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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 of 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 the case of the Class X-C Certificates, the Class X-C Notional Amount; in the case of the Class
X-D Certificates, the Class X-D Notional Amount, in the case of the Class X-E Certificates, the Class X-E Notional Amount, in
the case of the Class X-F Certificates, the Class X-F Notional Amount and in the case of the Class X-NR Certificates, the Class
X-NR 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-3A1, Class A-4, Class A-SB, Class A-S,
Class B, Class C, Class EC, 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.



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


 


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


 


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


 


“One
City Centre Mortgaged Property”: The Mortgaged Property which secures the One City Centre Whole Loan.


 


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


 


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


 


“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 any Trust REMIC as a REMIC, (b) compliance
with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or (d) the resignation of
the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.04, 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.



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“Original
Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-C Notional
Amount, the Class X-D Notional


 


 

Amount,
the Class X-E Notional Amount, the Class X-F Notional Amount and the Class X-NR 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), as applicable, 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-3A1 Pass-Through
Rate, the Class A-3A2 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S
Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate,
the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-A
Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-C Pass-Through Rate, the Class X-D Pass-Through
Rate, the Class X-E Pass-Through Rate, the Class X-F Pass-Through Rate or the Class X-NR Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.



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


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby
in distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R
Certificates), the percentage interest is equal to the Denomination 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, in the case of the Exchangeable
Certificates, in each case, after giving effect to any exchange and conversion for Class EC Certificates. With respect to
a Class R Certificate Certificate, the percentage interest is set forth on the face thereof. With respect to the Class EC
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 EC 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 



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issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations
of which are rated 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, 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 Moody’s 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 Moody’s 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) and (E) 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, 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;



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(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;


 


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


 


(vii)       any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30); 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;


 


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



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deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted
Investments 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 the Trust Fund to fail to qualify as one or more REMICs 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).


 


“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.


 


“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), to the extent collected from the related
Mortgagor (without regard to 



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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), 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 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-3A1, Class A-3A2, Class A-4, Class A-SB,
Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates.


 


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



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(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 EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a)
of this Agreement as between the Exchangeable Certificates and the Class EC 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 EC Certificates; provided, however, that all amounts of principal
that are allocable to Exchangeable Certificates that have been exchanged and converted to Class EC Certificates shall be
deemed allocable to and shall be distributable to such Class EC 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-3A1, Class A-3A2,
Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F 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 EC Certificates, for
purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable
Certificates and the Class EC Certificates, all Principal 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 EC Certificates;
provided, however, that all Principal Shortfalls that are allocable to Exchangeable Certificates that have been
exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC 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 or the exercise of the Directing Certificateholder’s consent or consultation rights
under this 



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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, the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer
or the Special Servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event),
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 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, that in no event may a Mortgagor, a manager of a Mortgaged Property, an Affiliate, principal, partner,
member, joint venture, limited partner, employee, representative, director, advisor or investor in any of the foregoing or an
agent of any of the foregoing or a mezzanine lender for which an event has occurred that would permit acceleration or who has
commenced foreclosure proceedings be considered a Privileged Person. 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.


 


“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 October 1, 2014, as supplemented by the Prospectus Supplement.


 


“Prospectus
Supplement”: The Prospectus Supplement, dated June 5, 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 



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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) 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.



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


 

“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength
rating of at least: (a) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two
other NRSROs (which may include Morningstar and/or Fitch) or (B) one NRSRO (which may include Morningstar and/or Fitch) and A.M.
Best Company, Inc.) and (b) “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 and/or Morningstar) 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 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) (a) is
acting as special servicer in a commercial mortgage loan securitization that was rated by a Rating Agency within the twelve (12)
month period prior to the date of determination and (b) Morningstar has not qualified, downgraded or withdrawn the then-current
rating or ratings of one or more classes of certificates citing servicing concerns with the special servicer as the sole or material
factor in such rating action.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the One City Centre Mortgage Loan,
the JAGR Portfolio Mortgage Loan, the Horizon Outlet Shoppes Portfolio Mortgage Loan or Marriott-Pittsburgh 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, 



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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 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 



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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). 


 


“RAIT”:
RAIT Funding, LLC, and its successors in interest.


 


“RAIT
Financial Trust Guaranty”: That certain letter agreement dated as of June 30, 2015, by RAIT Financial Trust in favor
of the Depositor related to the Mortgage Loan Purchase Agreement entered into by RAIT.


 


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


 


“Rating
Agency”: Each of Moody’s, Fitch and Morningstar or their successors in interest. If no such rating agency nor
any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of
Moody’s, Fitch and Morningstar 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-3A1, Class A-3A2, Class A-4, Class A-SB,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR Certificates.



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“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 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.



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“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-3A1 Certificates	 	Class
    LA3A1 Uncertificated Interest
	Class
    A-3A2 Certificates	 	Class
    LA3A2 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA4 Uncertificated Interest
	Class
    A-SB Certificates	 	Class
    LASB Uncertificated Interest
	Class
    A-S Certificates	 	Class
    LAS Uncertificated Interest
	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	Class
    E Certificates	 	Class
    LE Uncertificated Interest
	Class
    F Certificates	 	Class
    LF Uncertificated Interest
	Class
    NR Certificates	 	Class
    LNR Uncertificated Interest


  


“Relevant
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 



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benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC
Bank, National Association, or the applicable successor special servicer, as Special Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C29,
Commercial Mortgage Pass-Through Certificates, Series 2015-C29, 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 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 



    	-83-



    	 



    

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 avoidance
of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC
or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the 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.



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“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. 


 


“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 



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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.


 


“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).



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“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 0.00210%.


 


“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 One City Centre Pari Passu Companion Loan, (b) the JAGR Portfolio Pari Passu Companion
Loan, (c) the Marriott-Pittsburgh Pari Passu Companion Loan and (d) 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 One City Centre Pari Passu Companion Loan, (b) the JAGR
Portfolio Pari Passu Companion Loan, (c) the Marriott-Pittsburgh Pari Passu Companion Loan and (d) any AB Subordinate
Companion Loan related to a Serviced AB Whole Loan, as applicable.







 


“Serviced
Mortgage Loan”: Each of (a) the One City Centre Mortgage Loan, (b) the JAGR Portfolio Mortgage Loan, (c) the Marriott-Pittsburgh
Mortgage Loan and (d) any AB Subordinate Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: Each of (a) the One City Centre Pari Passu Companion Loan, (b) the JAGR Portfolio
Pari Passu Companion Loan and (c) the Marriott-Pittsburgh Pari Passu Companion Loan.










 


“Serviced
Pari Passu Mortgage Loan”: Each of (a) the One City Centre Mortgage Loan, (b) the JAGR Portfolio Mortgage Loan and (c)
the Marriott-Pittsburgh Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of (a) the One City Centre Whole Loan, (b) the JAGR Portfolio Whole Loan and (c) the Marriott-Pittsburgh
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 One City Centre Whole Loan, (b) the JAGR Portfolio Whole Loan and (c) the Marriott-Pittsburgh
Whole Loan.



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“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, the earlier of (A) two (2) Business Days prior
to the related distribution date in each calendar month for each Other Securitization that includes such Serviced Companion Loan
or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not
a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), or such earlier date as
required by the related Intercreditor Agreement; provided, however, such Serviced Whole Loan Remittance Date shall
not be earlier than two (2) Business Days following the date the Master Servicer receives the related Monthly Payment with respect
to such Serviced Whole Loan.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which
a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an
REO Property, including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the
cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the
preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds
or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation
Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures
and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically
designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing
Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office
space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and
expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property.
None of the Master Servicer, the Special Servicer 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.



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“Servicing
Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loans), 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 One City Centre Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum
rate equal to 0.01250%. With respect to the JAGR Portfolio Pari Passu Companion Loan, the “Servicing Fee Rate”
shall be a per annum rate equal to 0.00250%. With respect to the Marriott-Pittsburgh Pari Passu Companion Loan, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.00250%.


 


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


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the 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).



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“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the 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).


 


“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, 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 Master Servicer (and the Master
Servicer shall promptly forward such commitment to the Special Servicer), 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



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(iv)        the
Master Servicer makes a judgment, or receives from the Special Servicer a written determination of the Special Servicer (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


 


(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, 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



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(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, prior to the occurrence and continuance of any Control
Event, with the consent of the 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 (prior to the occurrence and
continuance of any Control Event, with the consent of the Directing Certificateholder);


 


provided
that any Mortgage Loan (excluding the Non-Serviced Mortgage Loans) 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 Distribution Date occurring on or immediately following the
45th day after the end of such calendar quarter.


 


“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.



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“Similar
Law”: As defined in Section 5.03(m).


 


“SMF
II”: Starwood Mortgage Funding II LLC, a Delaware limited liability company, and its successors in interest.


 


“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 X-E, Class X-F, Class X-NR, Class E,
Class F and Class NR Certificates; provided, however, that the Certificate Balances of the Class A-1,
Class A-2, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class EC
and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to each of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced
Companion Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors in interest and assigns,
or any successor special servicer appointed as herein provided.


 


“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), 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.


 


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


 


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


 


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


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
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 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;



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(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(s) on such date.


 


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


 


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



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“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, Class E, Class F 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, or any successor forms to be filed on behalf of the Grantor Trust, together with any and
all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State
and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).



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“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-C29”.


 


“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 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 



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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 EC 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 LA3A1, Class LA3A2, Class LA4, Class LASB,
Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.


 


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


 


“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 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 



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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
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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


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





 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as
of the date of determination) and (ii) in the case of any 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 EC Certificates), in each case, determined as of
the Distribution Date immediately preceding such time, and the denominator of which is equal to the



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 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 and Class X Certificates) (and without giving effect to any exchange of the Exchangeable Certificates
to Class EC Certificates), each determined as of the Distribution Date immediately preceding such time. The Class R
or Certificates will not 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 EC Certificates, Certificateholders of such Class EC Certificates
will be entitled to exercise the Voting Rights that would otherwise be allocated to the Exchangeable Certificates converted for
such Class EC 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 One City Centre Whole Loan, (ii) the JAGR Portfolio Whole Loan, (iii) the Horizon Outlet Shoppes
Portfolio Whole Loan and (iv) the Marriott-Pittsburgh Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three 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




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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)
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 Certificates and the Class X-D Certificates.


 


Section 1.02     
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)          
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)         
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard


 






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consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)        
Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall
refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect
to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c),
(b) any 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 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]


 






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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(f) and 5(g)), 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, SMF II and Starwood
and Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, RTI and RCMC; (iii) the RAIT
Financial Trust Guaranty, (iv) the Intercreditor Agreements; (v) $100 to be deposited by the Depositor into the
Upper-Tier REMIC Distribution Account on the Closing Date; and (vi) 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 June 2015 but have their first Due Date in July 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, SMF II and Starwood, (C) Sections 20 and 21 of the
Mortgage Loan Purchase Agreement among the Depositor, RTI and RCMC, and (D) the RAIT Financial Trust Guaranty, it is intended
that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the
assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of
Sections 10, 11 and 14 in connection therewith.


 


(b)          
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters
of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies
to the Master Servicer (except 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


 






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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 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


 






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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”, 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
JPMBB Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29”),
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


 






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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 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


 






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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 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.


 






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(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 “JAGR Portfolio”,
“Marriott-Pittsburgh”, “DoubleTree Carson”, “Courtyard Marriott Green Hills”,
“Doubletree Baltimore Airport”, “Homewood Suites Kennesaw”, “Hampton Inn Jackson”,
“Fairfield Inn Destin” and “Candlewood Suites Greenville” on the Mortgage Loan Schedule, which are
each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that
requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trust or
otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be
required to provide any such required notice or make any such required request to the related franchisor (with a copy of
such notice or request to the Master Servicer) within 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 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 Sections 2.01 and 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


 






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“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 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 (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


 






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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 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


 






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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 (and in no event later than ninety (90) days after the
Closing Date and every calendar quarter thereafter, commencing with the quarter ending September 30, 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


 






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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 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-C29 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


 






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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);


 


(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


 






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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, the Certificate
Administrator or 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 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 One City Centre
Mortgage Loan, the JAGR Portfolio Mortgage Loan, the Horizon Outlet Shoppes Portfolio Mortgage Loan or Marriott-Pittsburgh
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


 






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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 One City Centre Mortgage Loan, the JAGR Portfolio Mortgage Loan, the Horizon Outlet
Shoppes Portfolio Mortgage Loan or Marriott-Pittsburgh 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, 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
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


 






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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 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


 






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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 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 Starwood or RTI, to the extent provided for


 






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pursuant to the related
Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Sections 20 and 21 thereof or RAIT Financial
Trust to the extent provided for pursuant to the RAIT Financial Trust Guaranty.


 


(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 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


 






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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
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 any Trust REMIC to fail to qualify as a REMIC, or result in the imposition of any tax
on any 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(g) 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


 






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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 the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the
Class LR Interest to the Depositor in exchange for the Mortgage Loans and the other assets comprising the Lower-Tier
REMIC, receipt of which is hereby acknowledged; (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
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
Class LR Interest and the Class UR Interest); and (vi) the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class EC 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 the respective portion of the Grantor Trust.


 


Section 2.05     
Creation of the Grantor Trust. The Class EC Certificates are hereby designated as undivided beneficial interests in
the portion of the Trust Fund consisting of the uncertificated regular interests in the Upper-Tier REMIC represented by any Exchangeable
Certificates that have been exchanged and converted for the Class EC Certificates and the Class EC 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 EC Certificates shall be deemed to continue to be outstanding
and represented by the Class EC Certificates, and upon a


 






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reconversion of Class EC 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 Loans, 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 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


 






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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 Loans 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 Loans), 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 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, that 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


 






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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, 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


 






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related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the
related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish
to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit
R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or
the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or
the Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the
Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for
any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be,
shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the
Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be,
representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit
or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master
Servicer or Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee
of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment
of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to
filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the
Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any
state.


 


(c)           
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which
requires Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable 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


 






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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, 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.


 






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(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 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


 






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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 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.


 






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(n)          
In connection with the securitization of any of (a) the One City Centre Pari Passu Companion Loan, (b) the JAGR Portfolio Pari
Passu Companion Loan and (c) the Marriott-Pittsburgh 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 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). 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 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.


 


(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


 






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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 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) 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”;


 


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 permitted 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. 


 






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(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 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) 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;


 


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 a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an
REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the
terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced 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


 






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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)           
[Reserved].


 


(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 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


 






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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 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


 






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the Servicing Standard to cause the Mortgagor to comply with its obligation to
make payments in respect of such items at the time they first become due and, in any event, prior to the institution of
foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)           
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of
effecting the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien
thereon, (ii) ground rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the
extent Escrow Payments collected from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay
such item when due and the related Mortgagor has failed to pay such item on a timely basis, and provided, however,
that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however,
that with respect to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance
until the later of 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. In addition, in connection with any
request by the Special Servicer for the disbursement of any Servicing Advance pursuant to the above provisions, the Special
Servicer shall provide the Master Servicer and the Trustee with such information in its possession as the Master Servicer or
the Trustee, as applicable, may reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine
whether a requested Servicing Advance would constitute a Nonrecoverable Advance.


 


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


 






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ability of the Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all
of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to
make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is
a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors
and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans or any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan, if applicable,
so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure
periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant
to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder
if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall
consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special
Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment
elect (but shall not be required unless directed by the Special Servicer with respect to Specially Serviced 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


 






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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 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.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Intercreditor Agreement, if any, 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 Gain-on-Sale Reserve Account and the Class EC 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


 






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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, 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);


 


(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.


 






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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 Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer
with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the 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, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders and the
Trustee as holder of the Uncertificated Lower-Tier Interests and (iii) the Class EC Distribution Account for the
benefit of the Class EC Certificateholders. The Master Servicer shall deliver to the Certificate Administrator each
month on or before the P&I Advance Date therein, for deposit 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.


 


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


 






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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 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(k) 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 Gain-on-Sale Reserve Account, the Interest
Reserve Account, the Companion Distribution Account and the Class EC 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);


 






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(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), the Master Servicer shall not have delivered to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account 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 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 Companion Distribution Account, the Class EC
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 Class EC 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 Class EC 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 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 Class EC Distribution Account (including interest, if any, earned on the investment
of funds in such account) will be


 






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owned by the Grantor Trust for the benefit of the Class EC 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)           
[Reserved].


 


(d)          
[Reserved].


 


(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 Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any Gain-on-Sale Proceeds
on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor
Agreement shall be remitted 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 EC Distribution Account, in its own name on behalf
of the Trustee, in trust for the benefit of the Holders of the Class EC Certificates, which shall be an asset of the
Trust Fund and the Grantor Trust, but shall not be an asset of any Trust REMIC. The Class EC Distribution Account shall
be established and maintained as an Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator
shall make or be deemed to have made deposits in and withdrawals from the Class EC 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 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


 






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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, Serviced 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 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


 






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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 and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master
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 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), 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 and itself, as applicable (in that order) (1) for Nonrecoverable Advances first, out of REO
Revenues, Liquidation Proceeds and


 






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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 and then, from the related Serviced AB Mortgage Loan; 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 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


 






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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 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 and then, from the related Serviced AB Mortgage Loan


 






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(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 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 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));


 






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(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 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 Section 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 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 (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 any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 






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(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


 


(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 or the applicable Non-Serviced Certificate
Administrator 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


 






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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);


 


(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);


 






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(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)           [Reserved].


 


(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 EC Distribution Account in respect of any Exchangeable Certificates that have been exchanged for
and converted to Class EC Certificates (for distribution to the Class EC Certificates pursuant to Section 4.01(l)) on each
Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable, subject to the next-to-last paragraph
of Section 3.04(b); and


 


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


 


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


 


(i)            to
make distributions to Certificateholders holding Class EC Certificates pursuant to Section 4.01(l) or Section 9.01,
as applicable, subject to the next-to-last paragraph of Section 3.04(b); and


 


(ii)           to
clear and terminate the Class EC 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)


 






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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(k).


 


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 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:


 






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(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 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


 






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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 (prior to the occurrence and continuance of any Control Event, 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 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 (unless a Control Event has occurred and is continuing) 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


 






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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
(prior to the occurrence and continuance of a Control Event, 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 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


 






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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 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


 






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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 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


 






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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 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


 






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parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A2” by Moody’s and “A-” by Fitch, 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 Loans), 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 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, 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 after the occurrence and continuance of a Control Event, 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


 






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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.


 


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 Loans), 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.


 






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(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 Loans), 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 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, 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


 






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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.


 


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.


 


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


 






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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 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; and (vii) approve of annual operating budgets; 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


 






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or limitations of this Agreement or any
Intercreditor Agreement. The foregoing is intended to be an itemization of actions the Master Servicer may take without
having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer
hereunder.


 


(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 (prior to the occurrence and continuance of
a Control Event) the consent 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 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


 






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delinquent payments, and which are not
released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any
case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special
Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless
the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer for such Servicing
Advance, and the Master Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and
unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in
any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense
would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be
construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make 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 any Trust REMIC under the REMIC Provisions or cause any 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
determined in accordance with the Servicing Standard, based on an Environmental Assessment


 






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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 a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage Loan, any related


 






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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 (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)), 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 (prior to the occurrence of a Consultation Termination
Event) 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, 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 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


 






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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 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 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 signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any
document therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such
Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a
Servicing Officer of the Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and,
in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be
received in connection with such liquidation which are required to be deposited into the Certificate Account (including
amounts related to the related


 






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Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the
Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being
released upon termination of the Trust.


 


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


 


(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, 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


 






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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, and other processing 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, and other processing 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) 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


 






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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 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


 






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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 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


 






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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 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


 






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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 within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the 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 of any Mortgage Loan or REO Property) in connection
with the disposition, workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the
performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section
3.11; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 






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(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the 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 2016 (and each Mortgaged Property
shall be inspected on or prior to December 31, 2017); 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 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. The Special
Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such
inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and
specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and
deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has
knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of
which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report
deems material, (iv) any visible material waste committed on the


 






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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 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 (prior to the
occurrence and continuance of a Control Event) and to the Trustee within five (5) Business Days after completion of such
report. 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
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 Loans) shall make reasonable efforts to collect
promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and
rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or
not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or
documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of
such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The
Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than
once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan
documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to
be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the
Master Servicer and the Special Servicer, as applicable, shall deliver 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 format, in each case within sixty (60) 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).


 






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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 September 30, 2015 and the calendar year ending December 31, 2015 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 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer, 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 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®


 






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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 July 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 July 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 July 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 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


 






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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.


 


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


 






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banking or insurance regulatory authority that may exercise
authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or
information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust 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 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


 






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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”;


 


(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


 






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“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;


 


(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;


 






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(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.


 


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.


 


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


 






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17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “JPMBB 2015-C29” 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;


 


(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;


 






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(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, 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 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


 






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17g5informationprovider@wellsfargo.com (specifically referencing “JPMBB 2015-C29” 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) below, theMaster 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-C29”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)          The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance with the timeframe provided
in Section 3.15(c) above. 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


 






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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 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,


 






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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.     


(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 Serviced Companion Loans, 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






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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 Holders 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 (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 any Trust REMIC or cause any 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).


 






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(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. 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 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


 






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


 


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


 


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


 


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


 


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


 


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


 






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(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.


 


(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


 






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(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 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


 






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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 Companion
Loan, as a collective whole, taking into account the subordinate or pari passu nature of the related Companion Loan, 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 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 any of its Affiliates
is an Interested Person)) shall determine the fair price for the Specially Serviced Mortgage Loan if the highest 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





 



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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 Pari Passu Whole Loan, any related
holder of a Companion Loan, as a collective whole (taking into account the subordinate or pari passu nature of such Companion
Loan, as the case may be). In addition, the Special Servicer may accept a lower offer 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 Pari Passu Whole Loan, any related
holder of a Companion Loan, as a collective whole (taking into account the subordinate or pari passu nature of such Companion
Loan, as the case may be) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts
to sell all 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 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


 






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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 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


  



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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).


 


(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 Mortgage Loan as one whole loan and will be
required to require that all offers be submitted to the Certificate Administrator 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 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 if it becomes
a defaulted Whole Loan without the written consent of the holder of the related Pari Passu Companion Loan (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 holder of the related 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


 






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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 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 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 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.


 



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(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 any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the 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, 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







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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 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


 






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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-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 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 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 modification, waiver or amendment 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 (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, with an


 






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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, prior to the occurrence and
continuance of a Control Event, obtain the consent 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
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 (unless such modification,
waiver or amendment is a Major Decision), may modify or amend the terms of any Mortgage Loan and/or related Serviced Companion
Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.07 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-


 






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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, 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, 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.


 


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.


 






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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, prior to the occurrence and continuance of a Control Event, 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 it provides the Trustee and the Certificate
Administrator with 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) to the effect that 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) any Trust REMIC
to fail to qualify as a REMIC for purposes of the Code or (y) any Trust REMIC to be subject to any tax under the REMIC Provisions.
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.


 






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(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 (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 following the occurrence of a Consultation Termination Event), 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 (if such Mortgage Loan Seller is not
a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider
(which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.15(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, 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) and the related Mortgage Loan Seller (so long as such
Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing
Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.15(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master


 



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Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event
within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following
receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder
of a Certificate (other than the Class R Certificates) upon request. With respect to the processing of any modification, waiver
or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.20(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 processes 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


 



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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 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 a, 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. In addition, notwithstanding the foregoing,
with respect to certain Mortgage Loans originated or acquired by RAIT that are subject to defeasance, RAIT, pursuant to its Mortgage
Loan Purchase Agreement, has transferred to a third party or has retained the right to establish or designate the successor borrower.
If the Master Servicer receives notice of a defeasance request with respect to an affected Mortgage Loan, the Master Servicer
shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to RAIT at the
address and in the manner specified in Section 12.05 hereof, until such time as RAIT provides written notice to the contrary.


 


(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


 





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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 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


 






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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 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 (prior to the
occurrence of a Consultation Termination Event) 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 (prior to the occurrence of a Consultation Termination Event) 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






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judgment
of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and,
if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof to the Master Servicer, the 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 (prior to the occurrence of a Consultation Termination Event) 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.


(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 (prior to the occurrence of a
Consultation Termination Event), 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 the related Serviced
Companion Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the
related Serviced Companion Loan has been sold or to the related Companion Holder. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer
in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


(i)           summary
of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;






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(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;





(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, 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)). 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 (prior to the occurrence
and continuance of a Control Event) to






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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.


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 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






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alternative
courses of action within ten (10) Business Days of receipt of each Asset Status Report. The Special Servicer shall consider any
such proposals from the Senior Trust Advisor and/or the 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, 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, 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, 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 any Serviced 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). 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 Report to the


 



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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






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 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






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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






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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, 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.






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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;






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


(ii)           The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other 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;






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(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.






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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, “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) prior to the occurrence of a Consultation Termination
Event, 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 is also the Special Servicer, it shall
be the 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






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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. 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 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,






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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, BlackRock Realty Advisors, Inc. 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 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






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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 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






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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.”


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,






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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.


(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






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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 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.






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(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. 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).


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master
Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer,
as applicable, confirms its






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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) Moody’s has
not cited servicing concerns of the applicable replacement as the sole or 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) the applicable replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special
servicer), if Fitch is the non-responding Rating Agency or (iii) (a) such master servicer or special servicer is acting as master
servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within
the twelve (12) month period prior to the date of determination and (b) Morningstar has not qualified, downgraded or withdrawn
the then-current rating or ratings of one or more classes of certificates citing servicing concerns with the master servicer or
special servicer, as applicable, as the sole or material factor in such rating action, if Morningstar 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).


(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.






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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.


(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, further, however, that in the event the Special 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. 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






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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. 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 such reliance hereunder.


(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






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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
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 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






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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 Loans 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 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;






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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 EC 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 EC Certificates (taking into
account the application of Appraisal 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






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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 operating 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 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






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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.


(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,






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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.


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 Loans. (a) In the event that any
of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer
shall be replaced in accordance with the terms of the applicable Non-Serviced 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.






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(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 Special Servicer shall, prior to the occurrence and continuance of
a Control Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a
Control Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


(e)          With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
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.


[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 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-3A1 Certificates, the Class A-3A2 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, the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates and the Class X-NR Certificates,
pro rata (based






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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-3A1 Certificates, the Class A-3A2
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-3A1 Certificates and the
Class A-3A2 Certificates, pro rata (based upon their respective Certificate Balances as of such Distribution Date) 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 Balances
of the Class A-3A1 Certificates and the Class A-3A2 Certificates, have each 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-3A1, Class A-3A2, 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-3A1, Class A-3A2, Class A-4 and Class A-SB Certificates is reduced to zero;


(iii)        third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3A1 Certificates, the Class A-3A2 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;






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(iv)         fourth,
to the Holders of the Class A-S Certificates (and, with respect to exchanged portions of the Class A-S Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC 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-3A1 Certificates, Class A-3A2
Certificates, Class A-4 Certificates and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S
Certificates (and, with respect to exchanged portions of the Class A-S Certificates, passed through to the Class EC
Distribution Account for distribution to the Class EC 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-3A1, Class A-3A2, 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 (and, with respect to exchanged
portions of the Class A-S Certificates, such passed through amounts shall reduce the outstanding Certificate Balance
of the Class EC Certificates until reduced to zero);


(vi)          sixth,
to the Holders of the Class A-S Certificates (and, with respect to exchanged portions of the Class A-S Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC Certificates), until all amounts of Collateral Support Deficit
previously allocated to the Class A-S Certificates (and, with respect to exchanged portions of the Class A-S Certificates, passed
through to the Class EC Certificates), but not previously reimbursed, have been reimbursed in full;


(vii)        seventh,
to the Holders of the Class B Certificates (and, with respect to exchanged portions of the Class B Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC 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 (including any portion that has been exchanged and converted to Class
EC Certificates) have been reduced to zero, to the Holders of the Class B Certificates (and, with respect to exchanged portions
of the Class B Certificates, passed through to the Class EC Distribution Account for distribution to the Class EC 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 (including any portion that has been exchanged and converted
to Class EC Certificates) on such Distribution Date), until the outstanding Certificate Balance of the Class B Certificates has
been reduced to zero (and, with respect to exchanged portions of the Class B Certificates, such passed through amounts shall reduce
the outstanding Certificate Balance of the Class EC Certificates until reduced to zero);






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(ix)          ninth,
to the Holders of the Class B Certificates (and, with respect to exchanged portions of the Class B Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC Certificates), until all amounts of Collateral Support Deficit
previously allocated to the Class B Certificates (and, with respect to exchanged portions of the Class B Certificates, passed
through to the Class EC Certificates), but not previously reimbursed, have been reimbursed in full;


(x)           tenth,
to the Holders of the Class C Certificates (and, with respect to exchanged portions of the Class C Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC 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 (including any portion that has been
exchanged and converted to Class EC Certificates) have been reduced to zero, to the Holders of the Class C Certificates (and,
with respect to exchanged portions of the Class C Certificates, passed through to the Class EC Distribution Account for
distribution to the Class EC 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 (including any portion that has been exchanged and converted to Class EC Certificates)
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero
(and, with respect to exchanged portions of the Class C Certificates, such passed through amounts shall reduce the
outstanding Certificate Balance of the Class EC Certificates until reduced to zero);


(xii)        twelfth,
to the Holders of the Class C Certificates (and, with respect to exchanged portions of the Class C Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC Certificates), until all amounts of Collateral Support Deficit
previously allocated to the Class C Certificates (and, with respect to exchanged portions of the Class C Certificates, passed
through to the Class EC Certificates), but not previously reimbursed, have been reimbursed in full;


(xiii)        thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


(xiv)        fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates (and, if any exchange
for the Class EC Certificates has occurred, the Class EC Certificates) have been reduced to zero, to the Holders of 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
(and, if any exchange for the Class EC Certificates has occurred, the Class EC Certificates) on such Distribution Date), until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;






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(xv)         fifteenth,
to the Holders of the Class D Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
D Certificates, but not previously reimbursed, have been reimbursed in full;


(xvi)       sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


(xvii)      seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange
for the Class EC Certificates has occurred, the Class EC Certificates) and 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 (and, if any exchange for the Class EC Certificates has occurred, the Class EC
Certificates) and Class D Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class E Certificates has been reduced to zero;


(xviii)      eighteenth,
to the Holders of the Class E Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
E Certificates, but not previously reimbursed, have been reimbursed in full;


(xix)        nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


(xx)         twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for
the Class EC Certificates has occurred, the Class EC Certificates), 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 (and, if any exchange for the Class EC Certificates has occurred, the Class EC Certificates),
Class D Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
F Certificates has been reduced to zero;


(xxi)        twenty-first,
to the Holders of the Class F Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
F Certificates, but not previously reimbursed, have been reimbursed in full;


(xxii)       twenty-second,
to the Holders of the Class NR Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


(xxiii)      twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for
the Class EC Certificates has occurred, the Class EC






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Certificates), Class D Certificates, Class E Certificates and Class F Certificates
have been reduced to zero, to the Holders of the Class NR Certificates, in reduction of the Certificate Balance thereof, 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, if any exchange for the Class EC Certificates has occurred, the
Class EC Certificates), Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class NR Certificates has been reduced to zero;


(xxiv)       twenty-fourth,
to the Holders of the Class NR Certificates, until all amounts of Collateral Support Deficit previously allocated to the Class
NR Certificates, but not previously reimbursed, have been reimbursed in full; and 


(xxv)     twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available 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 EC 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 EC 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 EC 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 LA3A1, Class LA3A2, 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, (iv) in the case of
the Class LD Uncertificated Interest, the






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Class X-D
Certificates, (v) in the case of the Class LE Uncertificated Interests, the Class X-E Certificates, (vi) in the
case of the Class LF Uncertificated Interests, the Class X-F Certificates and (vii) in the case of the Class LNR Uncertificated
Interests, the Class X-NR 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 EC 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 EC 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 regard to any exchange and conversion of the Exchangeable Certificates for Class EC
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 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 EC Certificates has occurred, the Class EC 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 X-E, Class X-F, Class X-NR, Class E, Class F 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 the YM Group C and (z) the Certificates in the 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 A-S, Class B and






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Class
C Certificates for Class EC 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 EC 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 EC Certificates); provided, however, that in the case of any exchange and
conversion of portions of Exchangeable Certificates, amounts that would otherwise have been distributable to such exchanged
Exchangeable Certificate had they not been exchanged shall be distributed to the Class EC 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 X-E Certificates, Class X-F Certificates, Class X-NR
Certificates, Class E Certificates, Class F Certificates, Class NR Certificates or Class R Certificates. After the Certificate
Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3A1 Certificates, Class A-3A2 Certificates, Class A-4
Certificates, Class A-SB Certificates, Class A-S Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero (without regard to any exchange and conversion of Exchangeable Certificates for Class EC Certificates),
all Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-B 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 EC 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






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Uncertificated
Lower-Tier Interests for such Distribution Date pursuant to Section 4.01(b) above.


(e)          [Reserved]


(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.
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(g) to the Exchangeable Certificates that have
been exchanged and converted to Class EC Certificates shall be paid to the Holders of such Class EC 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






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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 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. 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






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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)          [Reserved].


(k)         On
the related Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for 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 EC Certificates in accordance with Section 5.09
of this Agreement has occurred, the Certificate Administrator shall distribute to the Holders of the Class EC Certificates
received in such exchange and conversion from the Class EC 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


 






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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 EC Certificates. Such amounts shall first
be deemed distributed from the Upper-Tier REMIC Distribution Account to the Class EC Distribution Account pursuant to Section 3.05(d).
In addition, the Class EC 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 Events) that would otherwise be allocated to the Exchangeable Certificates that were exchanged and converted for such
Class EC Certificates, without duplication.


 


(m)           
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.


 


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;


 






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(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;


 








(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 and (B) 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 EC Certificates, the portion
of such amounts allocated to the Class A-S, Class B and Class C Certificates converted in an exchange for such
Class EC Certificates;


 


(xvi)            the
Certificate Factor for each Class of Certificates (other than the Class R 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


 






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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;


 





 


(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 EC Certificates, the portion of such amounts allocated
to the Class A-S, Class B and Class C Certificates converted in an exchange for such Class EC Certificates;


 






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(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 Class EC Certificates, the portion of such amounts allocated to the Class A-S, Class B and Class C
Certificates converted in an exchange for such Class EC 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; and


 


(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.


 


In
the case of information furnished pursuant to clauses (i), (ii), (xi), (xii), (xv), (xx),
(xxiv) and (xxv), (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 EC Certificates shall receive such information with
respect to such clauses allocable to the Class A-S, Class B and Class C Certificates exchanged therefor.


 


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


 






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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 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


 






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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.


 


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.


 


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 or (iii) make P&I
Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts
held in the Certificate Account for future distribution and so used to make P&I Advances 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


 






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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 Loans) 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 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






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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 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 Noteholder,
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 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


 






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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 reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v)
to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the
Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion Loan, if applicable) expected to be
outstanding immediately following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the
Principal Balance Certificates (for the avoidance of doubt, without regard to any exchange and conversion of the Exchangeable
Certificates for Class EC 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


 






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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
F Certificates, third, to the Class E Certificates,  fourth, to the Class D Certificates,  fifth,
to the Class C Certificates, without regard to the exchange and conversion of the Exchangeable Certificates for Class EC
Certificates, sixth, to the Class B Certificates, without regard to the exchange
and conversion of the Exchangeable Certificates for Class EC Certificates, seventh, to the Class A-S Certificates,
without regard to the exchange and conversion of the Exchangeable Certificates for Class EC Certificates, and then,
pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3A1, Class
A-3A2, 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 EC Certificates, for purposes of determining allocations
and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC
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 EC
Certificates; provided, however, that all amounts of Collateral Support Deficit that would otherwise be allocable
to Exchangeable Certificates that have been exchanged for Class EC Certificates shall be allocated to such Class EC
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 R Certificates)
in reverse sequential order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the
Exchangeable Certificates for Class EC 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 F Certificates, third, to the Class E Certificates,
fourth, to the Class D Certificates, fifth, to the Class C Certificates (without giving effect to any exchange of
the Exchangeable Certificates for Class EC Certificates), sixth, to the Class B Certificates (without giving effect
to any exchange of the Exchangeable Certificates for Class EC Certificates), and seventh, to the Class A-S Certificates
(without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). Following


 






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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 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


 






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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 (prior to the occurrence
of any Consultation Termination Event) 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 reasonably 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 (prior
to the occurrence of any Consultation Termination Event) the Directing Certificateholder, the amount and calculation or recalculation
of the Appraisal Reduction with respect to such Mortgage Loan, Companion 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 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, 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 or 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 or related Companion Loan, or Serviced Whole Loan; provided that the Special
Servicer is not aware of any material


 






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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.


 


(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 will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the
related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until 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 F
Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to
the Class C Certificates (without giving effect to any exchange of the


 






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Exchangeable Certificates for Class EC Certificates),
sixth, to the Class B Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC
Certificates), seventh, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable Certificates
for Class EC Certificates), and then pro rata (based upon Accrued Certificate Interest) to the Class A-1,
Class A-2, Class A-3A1, Class A-3A2, 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-3A1
Certificates, Class A-3A2 Certificates, Class A-4 Certificates, Class A-SB Certificates, Class A-S Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates
and Class NR Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC 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 EC Certificates, for purposes of determining allocations
and distributions under Section 4.06(a) of this Agreement as between the Exchangeable Certificates and the Class EC
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 EC 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 EC Certificates shall be deemed allocated to such Class EC 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 the uncertificated regular interests in the Upper-Tier REMIC represented by any Exchangeable Certificates that
have been exchanged and converted for Class EC Certificates, the Class EC 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 holders of the Class EC
Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause
to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate
Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall
(A) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information
will be provided on Form 1099) or


 






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such other form as may be applicable with the Internal Revenue Service with copies of the
statements in the following clause and (B) furnish, or cause to be furnished, to the holders of Class EC Certificates,
their allocable share of income and expense with respect to the Exchangeable Certificates and the Class EC Distribution Account,
in the time or times and in the manner required by the Code.


 


(b)            
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator is hereby
directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides
the Certificate Administrator with the identities of other “middlemen” that are Certificateholders. The Certificate
Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal
Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)             
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT
information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for
providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)             
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to
the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each holder of Class EC 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 EC 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 NR Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a
CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP information.


 






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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 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


 






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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 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.


 






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(c)             
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any 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 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


 






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any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


[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-22, 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 Class X-B Certificates) will be
issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples
of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-C, Class X-D, Class X-E, Class X-F, Class
X-NR and Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of not
less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional
Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable,
that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be
issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples
of 1% in excess thereof.


 


(b)            
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


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


 






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state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to BlackRock Realty Advisors, Inc. on behalf of
one or more managed funds) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state
securities laws, then either:


 








(a)            
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers
of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian,
for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated
agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later
of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in
each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration
of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a
beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of
the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S
Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


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


 


(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


 






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represented by Rule 144A Book-Entry Certificates, which shall
be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered
in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 








(c)             
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall
be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall
only be in the form of Definitive Certificates.


 


(d)            
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a
Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon
surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case
of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions
borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive
Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class
of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on
the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein,
all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 






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Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor,
the Master Servicer and the Special Servicer any notices from the Certificateholders.


 


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


 


(c)             
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an
interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or
cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount
equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to
be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto
given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent
member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary 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


 






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Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


 


(d)            
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S
Book-Entry Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange
of, such interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit
or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be credited with such increase and (3)
a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating (A) that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates
and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause
to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


 


(e)             
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the 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


 






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Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Book-Entry Certificate, information regarding the participant
account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary
Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted
Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that
the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after
the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee
to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”)
and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of
the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct
the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in
such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or
cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)             
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as
the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear
or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S
Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate
Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor
and the Certificate Registrar as conclusive evidence that the certificate or 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


 






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exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S
Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect
the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and
except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall
in all respects be entitled to the same benefits
under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and
delivered hereunder.


 


(g)            
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R
Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery
thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an
equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed
as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause
to be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance
of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the
event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the
form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate
equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry
Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)            
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Book-Entry 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).


 






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





 


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


 


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


 


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


 


(m)           
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form
of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for
which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local
law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using
the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not 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


 






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substance satisfactory to the Trustee and Certificate Administrator and the Depositor to the
effect that the acquisition or 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 Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a
Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation §2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R
Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form
of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using the
assets of a Plan. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab
initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


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


 


                            
(i)              Each Person acquiring or holding any Residual
Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership Interest as agent (including
a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee. Any such Person shall promptly
notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner of such
Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the 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


 


 






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who was a Permitted Transferee
shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


 


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


 


                             
(iii)             Notwithstanding the delivery of a Transferee Affidavit
by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate Registrar has actual
knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall be effected
and such proposed Transfer shall not be registered on the Certificate Register; provided, however, the Certificate
Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted
Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization
or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event
not later than sixty (60) days after a request for information from the transferor of such Residual Ownership Interest or such
agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such Residual 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,


 


 






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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 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).


 






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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 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


 






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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.


 


(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 EC 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 EC 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 EC 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 EC Certificates and Class EC Certificates
may be exchanged and converted for all three 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, all three Classes
of Exchangeable Certificates shall be required in order to exchange and convert such Exchangeable Certificates to Class EC
Certificates and Class EC Certificates can be


 






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exchanged
and converted to all three 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 EC
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 EC 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 EC Certificates will be borne by such Class EC Certificates and any recoveries of such amounts shall be paid
to such Class EC Certificates.


 


Exchangeable
Certificates that have been exchanged for and converted to Class EC 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 EC Certificates, and Class EC
Certificates shall be exchangeable on the books 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 EC 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 EC Certificate to be exchanged and converted and the Exchangeable Certificate or
the Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance
of the Exchangeable Certificates or the Class EC 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


 






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Administrator prior to the exchange date or such exchange shall not be effected. The first distribution
on an Exchangeable Certificate or Class EC 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, 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, 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 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


 









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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 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


 






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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 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


 






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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).


 


(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


 






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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 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


 






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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 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-


 






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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 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.






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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, (2) the Special Servicer with respect to Non-Specially Serviced Mortgage Loans,
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, 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) 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


 






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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 collateral or any acceptance of substitute or additional collateral for a Mortgage Loan, or any consent to either
of the foregoing, other than required pursuant to the specific terms of the related Mortgage Loan and for which there is no lender
discretion;


 


(vi)           
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;


 


(vii)         
any property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $5,000,000)
or franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve under the Mortgage
Loan documents;


 


(viii)     
      releases in the aggregate of $100,000.00 or more of any escrows, reserve accounts or letters
of credit held as performance escrows or reserves including, without limitation, with respect to certain Mortgage Loans identified
on Schedule 3 hereto, other than those required pursuant to the specific terms of the related Mortgage Loan and for which there
is no lender discretion;


 


(ix)           
any acceptance of an assumption agreement 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


 






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(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 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 (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. 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 will also be required to 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


 






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Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage
Loan.


 


In
addition, 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 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


 






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of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal
thereof for having so acted.


 





 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust 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, 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 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, 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]


 






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Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer Termination
Event,” wherever used herein, means 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 CompanionPaying
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; 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


 






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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; 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)          Moody’s 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 cited
servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating
action;


 


                             
(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 60 days of the delisting; or


 


                             
(x)             the Master Servicer or the Special Servicer, as applicable,
has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a master


 






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servicer
or special servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, is not reinstated to
that ranking within sixty (60) days; provided that if Morningstar has not issued a ranking with respect to such Master
Servicer or Special Servicer, as applicable, then the following shall constitute a Servicer Termination Event: Morningstar
has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or any class of
Serviced Companion Loan Securities, or (ii) placed one or more Classes of Certificates or any class of Serviced Companion
Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either
of clauses (i) or (ii), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as
applicable, as the sole or a material factor in such rating action (and such qualification, downgrade, withdrawal or
“watch status” placement has not been withdrawn by Morningstar within sixty (60) days of such event).


 


(b)          If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of (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, 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


 






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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), (ix) or (x) the Master Servicer shall have a forty-five (45) day period after such
notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section
6.02 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 at any time prior to the occurrence and continuance of a Control Event, the Directing


 






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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 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 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 EC 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 EC 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


 






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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.


 


With
respect to any Serviced AB Whole Loan, an AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance
of an AB Control Appraisal Period, to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan,
so long as (A) each Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing
(from and after the date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and
liabilities of the Special Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate
to any 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) will 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.


 






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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
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 EC 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 EC 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).


 






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(e)          The
Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on
“watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section
7.01(a)(viii) and (ix) and the resulting operation of Section 7.01(b) and (c). The operation
of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan (including acting as Companion Paying Agent).


 


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


 






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required
to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special
servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master
servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which the
Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section
3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the
Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed
to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same
standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master
servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the
Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each
Rating Agency, or if, 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) 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


 






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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 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


 






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thereon
except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any
Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate
of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any
other Person held such Certificates.


 


Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x)
within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a
Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual
knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution
Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section
4.03(a) unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed
to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End
of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01     Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate
Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination
Events which may have 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


 






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furnished
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:


 


(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.


 






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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;


 


(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


 






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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;


 


(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; and


 


(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.


 


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


 






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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 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.


 






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(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust 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 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


 






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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, if rated by Morningstar, a rating by Morningstar at least equivalent to “A2” by
Moody’s; 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,
“A-” by Fitch and, if rated by Morningstar, a rating by Morningstar at least equivalent to “Baa2” by
Moody’s and its short-term debt obligations have a short-term rating of not less than “P-2” from
Moody’s, “A-1” by Fitch and, if rated by Morningstar, a rating by Morningstar at least equivalent to
“P-2” by Moody’s and the Master Servicer maintains a rating of at least “A2” by Moody’s,
“A+” by Fitch and, if rated by Morningstar, a rating by Morningstar at least equivalent to “A2” by
Moody’s 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 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, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator
and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer,
the Special


 






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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 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.


 






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If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such
party in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal
in its capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor
certificate administrator and a successor trustee, in each instance meeting the eligibility requirements set forth
hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of JPMBB
Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29 or in blank, and
(ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned
to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan
then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for
a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor Trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of JPMBB Commercial Mortgage Securities Trust
2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29 or in blank; provided, however, that, notwithstanding
anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related
Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the
related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to
the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
Trustee to ensure that such Mortgage Loan document is assigned to such successor Trustee; and (d) in any case, such successor
Trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing
that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event
such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 






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Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate
administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective
and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named
as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian,
which Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.





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


 


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


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which
the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting
from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be
the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of
the Trustee, such 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


 






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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 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.


 



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Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian
to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal
or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care
as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by
the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another
Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate Administrator shall
not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed hereunder must
maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity in
commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the 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


 






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order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


  


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


 


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


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special Servicer.


 


The
Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any
change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice
of such change). The Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct
Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion
Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or
the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


 


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;


 






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


 


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


 


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


 


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


 


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


 


(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.


 






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Section
8.15     Compliance with the Patriot Act. In order to comply with the laws, rules, regulations
and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of
terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the
Master Servicer, as applicable. Accordingly, each of the parties
to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer,
upon its respective reasonable request from time to time such identifying information and documentation as may be available for
such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply
with Applicable Laws.


 


[End
of Article VIII]


 


Article
IX



TERMINATION


 


Section
9.01     Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section
9.01 and Section 9.02, the Trust 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,


 






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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, Class C, Class EC and Class D Certificates are no
longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class
R Certificates) for the remaining Mortgage Loans and REO Properties
in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the
date hereof.


 


Following
the date on which the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class
D and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated
date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class
R Certificates) for all of the Mortgage Loans and the Trust 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 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 R Certificates) on
the final Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause
to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust 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


 






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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 (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 the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary
Statement or (ii) the product of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance
of the Bridgeway Business Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year
anniversary from the start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Preliminary Statement and (y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in
the Preliminary Statement; provided, however, that this termination right shall not be exercisable at the percentage
threshold specified in clause (ii) above prior to the Distribution Date in June 2025. 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


 






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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 Trust Fund, 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.


 


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 EC
Distribution Account, as applicable, that are allocable to payments on the Class of Regular Certificates so presented, (ii) any
remaining amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(d)
and (iii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class
UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Uncertificated Lower-Tier
Interests and the


 






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Class
LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(d) and 4.01(k). 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 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 A-S, Class B and Class C Certificates for Class EC


 






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Certificates,
such “regular interests” shall be deemed to be held by the Trustee in uncertificated form unless reconverted to Class
A-S, Class B and Class C 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 any 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 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 agrees
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.


 






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(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, could (i) endanger the status of any Trust REMIC
as a REMIC or (ii) result in the imposition of a tax upon any 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 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, any 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 any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the 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 any Trust REMIC (but such authorization shall not prevent the Certificate


 






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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 any Trust REMIC after the Startup Day that is subject to tax under Section
860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the
extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”) is
paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain
an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall
distribute such retained amounts, (x) in the case of the Uncertificated Lower-Tier Interests, to the Upper-Tier REMIC 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 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 EC 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 any Trust REMIC except to the extent such taxes arise as a consequence
of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or
negligence by such party.


 


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


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not (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 any 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 any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust Fund or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


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


 






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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 any 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 any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the Trust Fund or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC
Provisions.


 


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


 






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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 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


 






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compliance
by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions
of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its rights to request
delivery of information or other performance under these provisions other than in reasonable good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules
and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation
AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests
made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion
Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the JPMBB
Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, 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 (or the related Serviced Companion Loan), 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


 






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appointment
(or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor of such succession or appointment
and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating to such successor
reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form
8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided,
however that if disclosing such information prior to such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer, 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 any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by
such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be
addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to
any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by
such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons
any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer


 






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determines,
pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation
AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be
a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice
is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and 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 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.


 






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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 “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.


 






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For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format
as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of
any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported
under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer
within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit
BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form
of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be,
the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder
should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator 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)


 






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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 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, Executive Director, 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


 






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the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement
needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Any
notice and/or information furnished pursuant to this Section 11.04 shall also be provided 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 2015, 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 


 



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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


 






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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, Executive Director, 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 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.


 






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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 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 it
was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,


 






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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 any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph. Information


 






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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, Executive Director, J.P. Morgan Chase Commercial Mortgage
Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related
to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to
receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file
such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


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


 






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


 






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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,
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.


 


Any
certificate, statement, report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate


 






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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 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


 






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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, 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.


 






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(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 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.


 






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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 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.


 






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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 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


 






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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, 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 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


 






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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 11.15Certain
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 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


 






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Administrator
individually and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement),
the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the
Master Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains
to the Special Servicer individually and not to any specific aspect
of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this clause (a) and (ii) deliver such 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 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 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


 






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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 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


 






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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 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.


 






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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) 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 Business Days after the date such financial information is required
to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to
such Other Securitization that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement to
require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the


 






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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.







 


For
the avoidance of doubt, there is no significant obligor (“Significant Obligor”) related to the Trust.



 


Section 11.17
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
grace period applicable to such party’s obligations under 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]


 






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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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of
the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a 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


 






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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);


 


(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, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the
status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.30); 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.


 






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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


 






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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 any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust
to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may
be made that changes any provision specifically required to be included in this Agreement by (i) the One City Centre Intercreditor
Agreement, (ii) the JAGR Portfolio Intercreditor Agreement and (iii) the Marriott-Pittsburgh 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 written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Mortgagors, the Underwriters and the Rating Agencies. 


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 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).


 






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(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.


 






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(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust 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 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
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 






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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
	 	 
	 	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



 






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	 	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-C29 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-C29



	 	 	 
	 	with a copy to:
	 	 	 
	 	 	K&L Gates LLP
	 	 	Hearst Tower, 47th Floor
	 	 	214 North Tryon Street
	 	 	Charlotte, North Carolina 28202
	 	 	Attention: Stacy G. Ackermann
	 	 	Facsimile Number: (704) 353-3190
	 	 
	 	In the case of the Special
    Servicer:
	 	 	 
	 	 	Midland Loan Services, a Division of PNC
    Bank, National Association
	 	 	10851 Mastin Street
	 	 	Overland Park, Kansas 66210
	 	 	Attention: Executive Vice President –
    Division Head
	 	 	Telecopy number: (913) 253-9001
	 	 
	 	with a copy to:
	 	 	 
	 	 	Stinson Leonard Street LLP
	 	 	1201 Walnut Street
	 	 	Suite 2900
	 	 	Kansas City, Missouri 64106-2150
	 	 	Fax Number: (816) 412-9338
	 	 	Attention: Kenda K. Tomes
	 	 	Email: kenda.tomes@stinsonleonard.com






 


    	-357-



    	 



    

 


	 	 
	 	In the case of the Directing
    Certificateholder:
	 	 	 
	 	 	BlackRock Realty Advisors, Inc., as agent
    for its managed accounts
	 	 	40 East 52nd Street
	 	 	New York, NY 10022
	 	 	Attention: Paul Horowitz
	 	 	Telecopy number: (212) 810-8758
	 	 	Email: paul.horowitz@blackrock.com
	 	 
	 	In the case of the Trustee:
	 	 	 
	 	 	Wilmington Trust, National Association
	 	 	1100 North Market Street
	 	 	Wilmington, Delaware 19890
	 	 	Attention: JPMBB 2015-C29
	 	 	Telecopy number: (302) 636-4140
	 	 	Email: CMBSTrustee@wilmingtontrust.com



	 	 	 
	 	In the case of the Certificate
    Administrator:
	 	 
	 	 	Wells Fargo Bank, National Association
	 	 	9062 Old Annapolis Road
	 	 	Columbia, Maryland 21045 1951
	 	 	Attention: Corporate Trust Services (CMBS)
	 	 	JPMBB Commercial Mortgage Securities Trust
    Series 2015- C29
	 	 	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 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



 






    	-358-



    	 



    

 


	 	 	 
	 	 	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)	RAIT Funding LLC
	 	 	2929 Arch Street, 17th Floor
	 	 	Philadelphia, Pennsylvania 19104
	 	 	Attention: Jamie Reyle, Senior Managing
    Director – Chief Legal Officer; and
	 	 	Attention: Scott Davidson




	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	RAIT Financial Trust
	 	 	2929 Arch Street, 17th Floor
	 	 	Philadelphia, Pennsylvania 19104
	 	 	Attention: Jamie Reyle, Senior Managing
    Director – Chief Legal Officer; and
	 	 	Attention: Scott Davidson, President
	 	 	 
	 	(iv)	Starwood Mortgage Funding II LLC
	 	 	1601 Washington Avenue, Suite 800
	 	 	Miami Beach, Florida 33139
	 	 	Facsimile Number: (305) 695-5449
	 	 	Attention: Leslie K. Fairbanks, Executive
    Vice President
	 	 	Email: lfairbanks@starwood.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	LNR Property LLC
	 	 	1601 Washington Avenue, Suite 800
	 	 	Miami Beach, Florida 33139
	 	 	Facsimile Number: (305) 695-5449
	 	 	Attention: Vincent P. Kallaher, Senior
    Vice President
	 	 	Email: vkallaher@lnrproperty.com
	 	 	 
	 	 	with a copy to:



 






    	-359-



    	 



    

 


	 	 	 
	 	 	LNR Property LLC
	 	 	1601 Washington Avenue, Suite 800
	 	 	Miami Beach, Florida 33139
	 	 	Facsimile Number: (305) 695-5449
	 	 	Attention: General Counsel
	 	 	Email: srivers@lnrproperty.com
	 	 	 
	 	 	and with respect to certifications pursuant
    to Section 2.02(b) of this Agreement, with a copy to:



	 	 	 
	 	 	Anderson McCoy & Orta
	 	 	100 N. Broadway, 26th Floor
	 	 	Oklahoma City, Oklahoma 73102
	 	 	Attention: Vanessa Orta
	 	 	Email: vorta@amopc.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	Anderson McCoy & Orta
	 	 	100 N. Broadway, 26th Floor
	 	 	Oklahoma City, Oklahoma 73102
	 	 	Attention: Marcia Moore-Allen
	 	 	Facsimile Number: (405) 236-1448
	 	 	Email: mmore-allen@amopc.com
	 	 	 
	 	(v)	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 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



 






    	-360-



    	 



    

 


	 	 	 
	 	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 any mezzanine lender:


 


The
address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.15(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



 






    	-361-



    	 



    

 


	 	 
	 	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
	 	 
	 	Morningstar Credit Ratings, LLC
	 	220 Gibraltar Road, Suite 300
	 	Horsham, Pennsylvania 19044
	 	Attention: CMBS Surveillance
	 	Email: cmbsratings@morningstar.com


  


Section 12.06Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 12.07Grant
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 12.08Successors
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,


 






    	-362-



    	 



    

 


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 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.


 


Section 12.09Article
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 12.10Notices
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;


 






    	-363-



    	 



    

 


(iii)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the
then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         any
material damage to any Mortgaged Property;


 


(vii)        any
assumption with respect to a Mortgage Loan; and 


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.15(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]


 






    	-364-



    	 



    

  


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


	 	 	 
	 	J.P.
    MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By: 	/s/ Bradley J. Horn
	 	 	Name:
    Bradley J. Horn
	 	 	Title: Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, Master Servicer
	 	 	 
	 	By: 	/s/ Cynthia L. Schwartz
	 	 	Name: Cynthia L. Schwartz
	 	 	Title:
    Director
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Special Servicer
	 	 	 
	 	By: 	/s/ David A. Eckels
	 	 	Name:
    David A. Eckels
	 	 	Title: Senior Vice President


 


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	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By: 	/s/ Stacey Gross 
	 	 	Name: Stacey Gross
	 	 	Title:
    Vice President
	 	 	 
	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
	 	 	 
	 	By: 	 /s/
    Adam B. Scozzafava
	 	 	Name:
    Adam B. Scozzafava
	 	 	Title:
    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


 


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



 


On
the ___ day of June, 2015, before me, a notary public in and for said State, personally appeared Bradley J. Horn 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
	[SEAL]	 Notary Public, State of New York
	 	 Qualified in New York County
	My commission expires:	 No. 02CU6268078
	 	 My
    Commission Expires August 27, 2016



 


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	STATE OF NORTH
    CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 



 


On
this 22 day of June, 2015, personally appeared before me Cynthia L. Schwartz, to me known (or proved to me on the basis of
satisfactory evidence) to be the 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 Public
	 
		ERICA L. SMITH
	[SEAL]	NOTARY PUBLIC
	 	Gaston County
	My commission expires: July 15, 2017	My Commission Expires 7/15/2017
	 	 


 


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2015-C29 – Pooling and Servicing Agreement


 






    	 



    	 



    

 

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



 


On
the 19 day of June, 2015, before me, a notary public in and for said State, personally appeared David A. Eckels known to me to
be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 /s/
    Brend Kinder
	 	Notary Public
	 	 
	[SEAL]	 BRENT KINDER
	 	NOTARY
                                         PUBLIC - State of Kansas




	My commission expires:	My Appt. Exp. January 30, 2018
	 	 



 


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2015-C29 – Pooling and Servicing Agreement


 






    	 



    	 



    

 

	STATE OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 



 


On
the 18th day of June, 2015, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to
be a Vice President 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
	 	
	 	AMY MARTIN
	[SEAL]	NOTARY PUBLIC
	 	 ANNE
    ARUNDEL COUNTY
	My commission expires:	MARYLAND
	 	 My
    Commission Expires 2-22-201



 


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	STATE OF Delaware	)	 
	 	)	ss.:
	COUNTY OF New CastlE	)	 



 


On
the 30 day of June, 2015, before me, a notary public in and for said State, personally appeared Adam B. Scozzafava known to me
to be a 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 04-15-2016



 


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



  


On
the 12th day of September 2014, before me, a notary public in and for said State, personally appeared James Callahan, personally
known to me to be an Executive of Pentalpha Surveillance LLC one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed
the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Melonie S. Williams
	 	Notary Public
	 	 
	[SEAL]	 MELONIE
    S. WILLIAM
	 	 Notary
    Public
	My commission expires:
    7-31-19	Connecticut
	 	 My
    Commission Expires July 31, 2019


 


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EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


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: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $49,025,000
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 Holders 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)     to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-1-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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    

        TEN
        ENT     

        JT
        TEN       

       	-   

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                      
        (Cust)

        Under
        Uniform Gifts to Minors

         

        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-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


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: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $212,993,000
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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.


 


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 Holders 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)     to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-2-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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    

        TEN
        ENT     

        JT
        TEN       

       	-   

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     
        (Cust)

        Under
        Uniform Gifts to Minors

         

        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-3A1 CERTIFICATE


 


CLASS
A-3A1


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C27


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C27, CLASS A-3A1


 


[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 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 OR ENTITY.


 


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: [_________]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3A1 CERTIFICATES AS OF THE CLOSING DATE: $60,000,000
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-3A1-1]



 


    	A-3-3



    	 



    
 


CLASS A-3A1
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-3A1 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of June 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-3A1 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-3A1


 






    	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.


 


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 Holders 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-3A1 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:


 


(vi)       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;


 


(vii)      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;


 


(viii)     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;


 


(ix)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(x)         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, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-3-6



    	 



    

 


(xi)        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);


 


(xii)       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;


 


(xiii)      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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(xiv)      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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-3-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:    June
30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3A1 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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-3A2 CERTIFICATE


 


CLASS
A-3A2


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, CLASS A-3A2


 


[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 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 OR ENTITY.


 


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: [_________]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3A2 CERTIFICATES AS OF THE CLOSING DATE: $75,000,000
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-3A2-1]



 





    	A-4-3



    	 



    

 



CLASS A-3A2
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-3A2 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of June 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-3A2 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-3A2


 






    	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 Holders 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
posted 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-3A2 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product of (x) a percentage
that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business Center Mortgage Loan and
The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S Class B, Class
C, Class D and Class EC 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


 






    	A-4-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:    June
30, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3A2 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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-4 CERTIFICATE


 


CLASS
A-4


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


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: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $222,921,000
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-4-1]



 



    	A-5-3



    	 



    


 


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-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 Holders 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-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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-5-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:    June
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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        Act _______________________________

                        (State)

        






 




 Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


 FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________


 


	(Please
    insert Social Security or other identifying number of Assignee)
	 
	(Please
    print or typewrite name and address of assignee)
	 
	 

        the
        within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate
        register of the within-named Trust, with full power of substitution in the premises.





 


	Dated:	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE
    GUARANTEED



 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange.  Notarized or witnessed signatures are not acceptable.



 



    	A-5-11



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:



 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________
account number ______________ or, if mailed by check, to ______________________________________. Statements should be mailed to
____________________.  This information is provided by assignee named above, or _______________________, as its agent.


 



    	A-5-12



    	 



    


 


EXHIBIT
A-6


 


FORM
OF CLASS A-SB CERTIFICATE


 


CLASS
A-SB


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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-6-1



    	 



    

 


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-6-2



    	 



    

 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-SB CERTIFICATES AS OF THE CLOSING DATE: $69,203,000
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-SB-1]



 



    	A-6-3



    	 



    

 




CLASS
A-SB CERTIFICATE



 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the 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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-6-4



    	 



    

 


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 the Holders 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 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-6-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:    June
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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        Act _______________________________

                        (State)

         








 Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


 FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________


 


	(Please
    insert Social Security or other identifying number of Assignee)
	 
	(Please
    print or typewrite name and address of assignee)
	 
	 

        the
        within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate
        register of the within-named Trust, with full power of substitution in the premises.





 


	Dated:	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE
    GUARANTEED



 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange.  Notarized or witnessed signatures are not acceptable.



 



    	A-6-11



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:



 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________
account number ______________ or, if mailed by check, to ______________________________________. Statements should be mailed to
____________________.  This information is provided by assignee named above, or _______________________, as its agent.


 



    	A-6-12



    	 



    


 



EXHIBIT
A-7


 


FORM
OF CLASS X-A CERTIFICATE


 


CLASS
X-A


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 








COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


[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-3A1, CLASS A-3A2, 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-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 JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $753,133,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-A-1] [X-A-2] [X-A-3]





 






    	A-7-3



    	 



    

  


CLASS X-A
CERTIFICATE


 





evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the 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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-7-4



    	 



    




 


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 Holders 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-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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-7-8



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        Act _______________________________

                        (State) 



 







 Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


 FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________


 


	(Please
    insert Social Security or other identifying number of Assignee)
	 
	(Please
    print or typewrite name and address of assignee)
	 
	 

        the
        within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate
        register of the within-named Trust, with full power of substitution in the premises.

         




 


	Dated:	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE
    GUARANTEED



 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange.  Notarized or witnessed signatures are not acceptable.


 







    	A-7-11



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:



 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________
account number ______________ or, if mailed by check, to ______________________________________. Statements should be mailed to
____________________.  This information is provided by assignee named above, or _______________________, as its agent.


 






    	A-7-12



    	 



    

 






EXHIBIT
A-8


 


FORM
OF CLASS X-B CERTIFICATE


 


CLASS
X-B


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


[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-8-1



    	 



    




 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE 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 JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $54,147,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-B-1]





 






    	A-8-3



    	 



    

 


CLASS X-b
CERTIFICATE





 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the 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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 X-B


 






    	A-8-4



    	 



    




 


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 Holders or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall 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-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:


 


(vi)          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;


 


(vii)         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;


 


(viii)       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;


 


(ix)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(x)          
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, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-8-6



    	 



    




 


(xi)          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);


 


(xii)          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;


 


(xiii)          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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(xiv)          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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-8-8



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-C CERTIFICATE


 


CLASS
X-C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ANY OTHER PERSON OR ENTITY. 


  











	 	 







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-C CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE 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-9-2



    	 



    




 


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES AS OF THE CLOSING DATE: $44,302,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-C-1] [X-C-S-1]





 






    	A-9-3



    	 



    

 


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 X-C


 






    	A-9-4



    	 



    




 


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 Holders 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-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-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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)           to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class C,
Class D and Class EC 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


 






    	A-9-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 X-D CERTIFICATE


 


CLASS
X-D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ANY OTHER PERSON OR ENTITY.


 

















	 	 











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-10-1



    	 



    




 


[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 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-10-2



    	 



    




 


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $52,917,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-D-1] [X-D-S-1]






 






    	A-10-3



    	 



    

  


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 X-D


 






    	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 Holders 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-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 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)           to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-10-8



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 X-E CERTIFICATE


 


CLASS
X-E


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, CLASS X-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 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-11-1



    	 



    




 


[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-E 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 E
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-E 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-11-2



    	 



    


 


	PASS-THROUGH
                           RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-E CERTIFICATES AS OF THE CLOSING DATE: $20,920,000
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-E-1] [X-E-S-1]





 



    	A-11-3



    	 



    




 


CLASS X-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 X-E Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of June 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-E Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 X-E


 



    	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 Holders or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall 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 X-E 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 



    	A-11-8



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:      June
30, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-E 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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 X-F CERTIFICATE


 


CLASS
X-F


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, CLASS X-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 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-12-1



    	 



    




 


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-F 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 F
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-F 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-12-2



    	 



    

 


	PASS-THROUGH
                           RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES AS OF THE CLOSING DATE: $11,075,000
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMONGTON 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-F-1] [X-F-S-1]



 



    	A-12-3



    	 



    

 

CLASS X-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 X-F Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of June 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-F Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 X-F


 



    	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 Holders or Holders of Certificates of such Class on such Distribution Date because of the failure
of Certificateholders to tender their Certificates shall 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 X-F 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 agents
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 agents 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 



    	A-12-8



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:      June
30, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-F 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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 X-NR CERTIFICATE


 


CLASS
X-NR


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, CLASS X-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 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



    	 



    




 


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-NR 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 NR
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-NR 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-13-2



    	 



    





 


	PASS-THROUGH
                           RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-NR CERTIFICATES AS OF THE CLOSING DATE: $47,994,178
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-NR-1] [X-NR-S-1]



 



    	A-13-3



    	 



    

 


CLASS X-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 X-NR Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of June 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-NR Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 X-NR


 



    	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 Holders or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall 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
shall, 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-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 X-NR 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 agents
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 agents 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 



    	A-13-6



    	 



    




 


(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 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-13-7



    	 



    




 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 



    	A-13-8



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:      June
30, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-NR 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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 A-S CERTIFICATE


 


CLASS
A-S


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


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
B AND CLASS C CERTIFICATES, MAY BE EXCHANGED, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR
THE CLASS EC CERTIFICATES.]


 


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.


 







 


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

2    Book-Entry Certificate legend.



 



    	A-14-1



    	 



    




 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF 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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F AND CLASS X-NR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-14-2



    	 



    

 



	PASS-THROUGH
                           RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $63,991,000 (REPRESENTS THE MAXIMUM
        PRINCIPAL BALANCE OF THE CLASS A-S CERTIFICATES THAT COULD BE ISSUED IN AN EXCHANGE)
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-S-1]



 



    	A-14-3



    	 



    

 




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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-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 Holders or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates, on such date, shall 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-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 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.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class
B and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for
the Class EC 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 



    	A-14-6



    	 



    




 


an
Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.


 



    	A-14-8



    	 



    




 


Following
the date on which the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans, and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:      June
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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 B CERTIFICATE


 


CLASS
B


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


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
A-S AND CLASS C CERTIFICATES, MAY BE EXCHANGED, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR
THE CLASS EC CERTIFICATES.]


 


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.


 







































































 


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


2
  Book-Entry Certificate legend.


 






    	A-15-1



    	 



    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF 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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-NR AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    	A-15-2



    	 



    

 





	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $54,147,000 (REPRESENTS THE MAXIMUM
        PRINCIPAL BALANCE OF THE CLASS B CERTIFICATES THAT COULD BE ISSUED IN AN EXCHANGE) 
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [B-1]



 






    	A-15-3



    	 



    

 


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-15-4



    	 



    

 


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 Holders 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-15-5



    	 



    




 





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.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class
A-S and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for
the Class EC 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    	A-15-6



    	 



    




 


an
Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-15-7



    	 



    

 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.


 






    	A-15-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans, and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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-15-9



    	 



    

    


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL

    ASSOCIATION, not in its individual capacity but

    solely as Certificate Registrar under the Pooling

    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated:
June 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-15-10



    	 



    

 



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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-15-11



    	 



    





 


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-15-12



    	 



    

 


EXHIBIT
A-16


 


FORM
OF CLASS C CERTIFICATE


 


CLASS
C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ENTITY.


 


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
A-S AND CLASS B CERTIFICATES, MAY BE EXCHANGED, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR
THE CLASS EC CERTIFICATES.]


 


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.


 









































































 


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


2
  Book-Entry Certificate legend.


 






    	A-16-1



    	 



    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF 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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-NR CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    	A-16-2



    	 



    

 





	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $44,302,000 (REPRESENTS THE MAXIMUM
        PRINCIPAL BALANCE OF THE CLASS C CERTIFICATES THAT COULD BE ISSUED IN AN EXCHANGE)
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [C-1]



 


 



    	A-16-3



    	 



    




 


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-16-4



    	 



    

 


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 Holders 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-16-5



    	 



    

 


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.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class
A-S and Class B Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for
the Class EC 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 






    	A-16-6



    	 



    

 


an
Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-16-7



    	 



    

 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling
and Servicing Agreement.


 






    	A-16-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans, and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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-16-9



    	 



    

    


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL

    ASSOCIATION, not in its individual capacity but

    solely as Certificate Registrar under the Pooling

    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated:
June 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-16-10



    	 



    

 



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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-16-11



    	 



    





 


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-16-12



    	 



    

 


EXHIBIT
A-17


 


FORM
OF CLASS D CERTIFICATE


 


CLASS
D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, CLASS D


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.][1]


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.][2]


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE 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 OR ENTITY.


 


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-17-1



    	 



    


 


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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS
X-B, CLASS X-C, CLASS X-D, CLASS X E, CLASS X-F, CLASS X-NR, 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-17-2



    	 



    

  


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $52,917,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
          WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [D-1] [D-S-1]



 






    	A-17-3



    	 



    

 


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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


 






    	A-17-4



    	 



    

 


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 Holders 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-17-5



    	 



    

 


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 Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-17-6



    	 



    

 


(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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-17-7



    	 



    

 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-17-8



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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-17-9



    	 



    

    


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL

    ASSOCIATION, not in its individual capacity but

    solely as Certificate Registrar under the Pooling

    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated:
June 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-17-10



    	 



    

 



ABBREVIATIONS



 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:



 


	TEN
                                 COM    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        Act _______________________________

                        (State)

         







 Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


 FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________


 


	(Please
    insert Social Security or other identifying number of Assignee)
	 
	(Please
    print or typewrite name and address of assignee)
	 
	 

        the
        within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate
        register of the within-named Trust, with full power of substitution in the premises.

         




 


	Dated:	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE
    GUARANTEED



 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange.  Notarized or witnessed signatures are not acceptable.



 



    	A-17-11



    	 



    





 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:



 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________
account number ______________ or, if mailed by check, to ______________________________________. Statements should be mailed to
____________________.  This information is provided by assignee named above, or _______________________, as its agent.


 



    	A-17-12



    	 



    

 


EXHIBIT
A-19


 


FORM
OF CLASS E CERTIFICATE


 


CLASS
E


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C29, 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 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 OR ANY OTHER PERSON OR ENTITY.


 







































































 


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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS
X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-NR CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-18-3



    	 



    

 





	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES AS OF THE CLOSING DATE: $20,920,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
          WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [E-1] [E-S-1]



 






    	A-18-4



    	 



    

 


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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 E


 






    	A-18-5



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available 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 Holders 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 E Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-18-9



    	 



    

 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement. 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-20


 


FORM
OF CLASS F CERTIFICATE


 


CLASS
F


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2015-C29, 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 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 OR ANY OTHER PERSON OR ENTITY.


 





 





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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-NR CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-19-3



    	 



    




  


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES AS OF THE CLOSING DATE: $11,075,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
           WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [F-1] [F-S-1]



 



    	A-19-4



    	 



    




 





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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 F Pass-


 



    	A-19-5



    	 



    




 




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 Holders 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 F Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-19-9



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 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-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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-17


 


FORM
OF CLASS EC CERTIFICATE


 


CLASS
EC


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2015-C29, CLASS EC


 


[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 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 OR ANY OTHER PERSON OR ENTITY.


 


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 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.]


 




 

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

2    
Book-Entry Certificate legend.


 



    	A-20-1



    	 



    


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF 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-20-2



    	 



    


 


	PASS-THROUGH
                                         RATE: N/A.

                                         The
                                         Class EC Certificates will only receive distributions of interest that are otherwise
                                         distributable to the Class A-S, Class B and Class C Certificates (the “Exchangeable
                                         Certificates”) exchanged for such Class EC Certificates.

         

        DENOMINATION:
        $[_____]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: ARPIL 23, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS EC CERTIFICATES AS OF THE CLOSING DATE: $162,440,000 (represents
        the maximum principal balance of the CLASS EC Certificates that could be issued in an exchange)
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
           WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SENIOR
        TRUST ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [EC-1]



 



    	A-20-3



    	 



    

 


CLASS
EC 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 EC Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of June 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 EC Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29, Commercial Mortgage Pass-Through Certificates, SERIES 2015-C29 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 EC 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 EC Certificates will only receive distributions of principal and interest that are otherwise distributable
to the Exchangeable Certificates exchanged for such Class EC 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-20-4



    	 



    


 


exchanged
for the Class EC 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 EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates
exchanged for such Class EC Certificates. Interest on the Exchangeable Certificates exchanged for the Class EC 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 Holders or Holders of Certificates of such Class on such Distribution Date because of the failure
of 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-20-5



    	 



    


 


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 EC 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize


 






    	A-20-6



    	 



    




 


the
risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would be a claim against the Trust
Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-20-7



    	 



    




 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, purchase all of the Mortgage Loans (and all
property acquired through exercise of remedies in respect of


 






    	A-20-8



    	 



    

  


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 the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement or (ii) the product of (x) a percentage that is calculated by dividing
the sum of the outstanding principal balance of the Bridgeway Business Center Mortgage Loan and The Heights Mortgage Loan (or
related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans, and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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:
June 30, 2015


  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS EC 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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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 NR CERTIFICATE


 


CLASS
NR


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2015-C29, 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 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 OR ANY OTHER PERSON OR ENTITY.


 



 

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-21-1



    	 



    




 


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-21-2



    	 



    




 


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-3A1, CLASS A-3A2, CLASS A-4, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-NR CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]




 



    	A-21-3



    	 



    


 


	PASS-THROUGH
                                         RATE: [___]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS NR CERTIFICATES AS OF THE CLOSING DATE: $47,994,178
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
           WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [NR-1] [NR-S-1]



 



    	A-21-4



    	 



    

 




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 June 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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 NR


 






    	A-21-5



    	 



    




 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available 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 Holders 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-21-6



    	 



    




 


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 $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange 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 any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-21-7



    	 



    




 


(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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-21-8



    	 



    




 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC 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


 






    	A-21-9



    	 



    




 


Class R
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its
Certificates (other than the Class R Certificates) for all of the Mortgage Loans, and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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-21-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL

    ASSOCIATION, not in its individual capacity but

    solely as Certificate Registrar under the Pooling

    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated:
June 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-21-11



    	 



    

 



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    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        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-21-12



    	 



    





 


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-21-13



    	 



    






 



EXHIBIT
A-22


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C29 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2015-C29, 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 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 OR ANY OTHER PERSON OR ENTITY.


 


[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-22-1



    	 



    




 


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-22-2



    	 



    







 









	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

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

         

        CLOSING
        DATE: JUNE 30, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        CLASS
        R PERCENTAGE INTEREST: [100%]
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE:
           WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        CERTIFICATE
        NO.: R-1








 



    	A-22-3



    	 



    

 


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 June
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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29
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-22-4



    	 



    



 


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 Holders 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-22-5



    	 



    




 


(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;


 






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(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a 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, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30 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-22-7



    	 



    




 


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 any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    	A-22-8



    	 



    




 


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 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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 the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) the product
of (x) a percentage that is calculated by dividing the sum of the outstanding principal balance of the Bridgeway Business
Center Mortgage Loan and The Heights Mortgage Loan (or related REO Loan) on the date that is the 10-year anniversary from the
start-up date of the Trust, by 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-3A1, Class A-3A2, Class A-4, Class A-SB, Class A-S, Class B, Class
C, Class D and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans, and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust 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-22-9



    	 



    


 




IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL

    ASSOCIATION, not in its individual capacity but

    solely as Certificate Registrar under the Pooling

    and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 


Dated:
June 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-22-10



    	 



    

 



ABBREVIATIONS



 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:



 


	TEN
                          COM    

        TEN
        ENT     

        JT
        TEN       

       	- 

        -

        -

         
	as
                           tenant in common


        as
        tenants by the entireties

        as
        joint tenants with rights of

        survivorship
        and not as tenants in

        common

         
	 	UNIF
                           GIFT MIN ACT _________ Custodian


                                     (Cust)

        Under
        Uniform Gifts to Minors

         

        Act _______________________________

                        (State) 



 




 Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


 FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________


 


	(Please
    insert Social Security or other identifying number of Assignee)
	 
	(Please
    print or typewrite name and address of assignee)
	 
	 

        the
        within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate
        register of the within-named Trust, with full power of substitution in the premises.

         




 


	Dated:	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.	 
	 	 	 	 	 
	 	 	 	 	 


 


	SIGNATURE
    GUARANTEED



 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange.  Notarized or witnessed signatures are not acceptable.



 



    	A-22-11



    	 



    





 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:



 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________
account number ______________ or, if mailed by check, to ______________________________________. Statements should be mailed to
____________________.  This information is provided by assignee named above, or _______________________, as its agent.


 



    	A-22-12



    	 



    

 







EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






    	B-1



    	 



    

 






JPMBB
2015-C29 - Combined




	Loan
                                         ID #

	 
	Originator/Loan
                                         

                                         Seller

	 
	Mortgagor
                                         Name

	 
	Property
                                         Address

	 
	City

	 
	State

	 
	Zip
                                         Code

	 
	County

	 
	Property
                                         Name

	 
	Size

	 
	Measure

	 
	 Mortgage
                                         Rate in 

                                         Effect at Origination 

                                         (%)

	 
	 Net
                                         Mortgage 

                                         Rate in Effect 

                                         at the Cut-off 

                                         Date (%)

	 
	 Original
                                         Principal 

                                         Balance

	 
	 Cut-off
                                         Principal 

                                         Balance

	 
	Original
                                         

                                         Term

	 

	1

	  	RAIT

	  	Mikeone
                                         EK M Street Holdings, LLC

	  	2025
                                         M Street Northwest

	  	Washington

	  	DC

	  	20036

	  	District
                                         of Columbia

	2025
                                         M Street

	  	191,248

	  	Square
                                      Feet

	  	                    4.25000

	  	4.23783

	  	           63,560,000

	  	     63,560,000.00

	  	120

	  
	2

	  	JPMCB

	  	BRI
                                         1850 Houston OCC, LLC

	  	1021
                                         Main Street

	  	Houston

	  	TX

	  	77002

	  	Harris

	  	One
                                         City Centre

	  	602,122

	  	Square
                                      Feet

	  	                    3.95000

	  	3.92783

	  	           60,000,000

	  	     60,000,000.00

	  	120

	 

	3

	  	JPMCB

	  	Hertz
                                         Texaco Center, LLC

	  	400
                                         Poydras Street

	  	New
                                         Orleans

	  	LA

	  	70130

	  	Orleans

	  	400
                                         Poydras

	  	595,566

	  	Square
                                      Feet

	  	                    4.48376

	  	4.47159

	  	           55,900,000

	  	     55,759,018.32

	  	120

	 

	4

	  	Barclays

	  	Cole
                                         MT West Covina (Lakes) CA, LP, ARCP MT Grovetown GA, LLC, Cole MT Albuquerque (San Mateo)
                                         NM, LLC, Cole MT Beavercreek OH, LLC, Cole MT Greenwood SC, LLC, Cole MT Marion IN, LLC  

	Various

	  	Various

	  	Various

	  	Various

	  	Various

	  	Cole
                                         IV Retail Portfolio - Pool I

	  	680,486

	  	Square
                                      Feet

	  	                    3.80300

	  	3.79083

	  	           50,000,000

	  	     50,000,000.00

	  	60

	 

	4.01

	  	Barclays

	  	  	  	2500
                                         North Fairfield Road

	  	Beavercreek

	  	OH

	  	45431

	  	Greene

	  	Beavercreek
                                         Shopping Center

	  	278,112

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	           17,200,000

	  	     17,200,000.00

	  	60

	 

	4.02

	  	Barclays

	  	  	  	940-970
                                         Lakes Drive

	  	West
                                         Covina

	  	CA

	  	91790

	  	Los
                                         Angeles

	  	Marketplace
                                         at the Lakes

	  	95,628

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	           11,300,000

	  	     11,300,000.00

	  	60

	 

	4.03

	  	Barclays

	  	  	  	2451
                                         San Mateo Boulevard Northeast

	  	Albuquerque

	  	NM

	  	87110

	  	Bernalillo

	  	Plaza
                                         San Mateo

	  	63,286

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             6,950,000

	  	       6,950,000.00

	  	60

	 

	4.04

	  	Barclays

	  	  	  	259
                                         Hospitality Boulevard

	  	Greenwood

	  	SC

	  	29649

	  	Greenwood

	  	Emerald
                                         Place

	  	107,628

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             6,250,000

	  	       6,250,000.00

	  	60

	  
	4.05

	  	Barclays

	  	  	  	5155
                                         Columbia Road

	  	Grovetown

	  	GA

	  	30813

	  	Columbia

	  	Village
                                         at Hereford Farms

	  	49,608

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             4,250,000

	  	       4,250,000.00

	  	60

	  
	4.06

	  	Barclays

	  	  	  	4014,
                                         4018 & 4212 South Western Avenue

	  	Marion

	  	IN

	  	46953

	  	Grant

	  	University
                                         Marketplace

	  	86,224

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             4,050,000

	  	       4,050,000.00

	  	60

	  
	5

	  	Barclays

	  	ARCP
                                         MT Inglewood CA, LP, Cole MT Canton GA, LLC, Cole MT Columbia SC, LLC, Cole MT East Manchester
                                         PA, LLC, Cole MT Marietta GA, LLC, Cole MT San Antonio (Highway 151) TX, LLC

	Various

	  	Various

	  	Various

	  	Various

	  	Various

	  	Cole
                                         IV Retail Portfolio - Pool II

	  	551,854

	  	Square
                                      Feet

	  	                    3.80300

	  	3.79083

	  	           50,000,000

	  	     50,000,000.00

	  	60

	  
	5.01

	  	Barclays

	  	  	  	3100,
                                         3120 & 3150 West Imperial Highway

	  	Inglewood

	  	CA

	  	90303

	  	Los
                                         Angeles

	  	Inglewood
                                         Plaza

	  	96,919

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	           12,700,000

	  	     12,700,000.00

	  	60

	  
	5.02

	  	Barclays

	  	  	  	6764-6776
                                         Hickory Flat Highway

	  	Canton

	  	GA

	  	30115

	  	Cherokee

	  	Hickory
                                         Flat Commons

	  	114,830

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             9,850,000

	  	       9,850,000.00

	  	60

	  
	5.03

	  	Barclays

	  	  	  	205
                                         Glen Drive

	  	Manchester

	  	PA

	  	17345

	  	York

	  	East
                                         Manchester Village Centre

	  	120,584

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             8,300,000

	  	       8,300,000.00

	  	60

	  
	5.04

	  	Barclays

	  	  	  	1453
                                         Terrell Mill Road Southeast

	  	Marietta

	  	GA

	  	30067

	  	Cobb

	  	Terrell
                                         Mill Village

	  	75,184

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             7,500,000

	  	       7,500,000.00

	  	60

	  
	5.05

	  	Barclays

	  	  	  	8327
                                         State Highway 151

	  	San
                                         Antonio

	  	TX

	  	78245

	  	Bexar

	  	Westover
                                         Marketplace

	  	60,646

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             6,200,000

	  	       6,200,000.00

	  	60

	  
	5.06

	  	Barclays

	  	  	  	10204
                                         Two Notch Road

	  	Columbia

	  	SC

	  	29229

	  	Richland

	  	Target
                                         Center

	  	83,691

	  	Square
                                      Feet

	  	                    3.80300

	  	 

	  	             5,450,000

	  	       5,450,000.00

	  	60

	  
	6

	  	JPMCB

	  	Elite
                                         Street Alta Woodlake Square, LLC

	  	2630
                                         Tanglewilde Street

	  	Houston

	  	TX

	  	77063

	  	Harris

	  	Alta
                                         Woodlake Square

	  	256

	  	Units

	  	                    4.18600

	  	4.17383

	  	           31,000,000

	  	     31,000,000.00

	  	120

	  
	7

	  	Barclays

	  	Little
                                         Palm Island Associates, Ltd.

	  	28500
                                         Overseas Highway

	  	Little
                                         Torch Key

	  	FL

	  	33042

	  	Monroe

	  	Little
                                         Palm Island Resort

	  	30

	  	Rooms

	  	                    4.57600

	  	4.56383

	  	           31,000,000

	  	     30,963,678.36

	  	60

	  
	8

	  	JPMCB

	  	AWH-BP
                                         Annapolis Hotel, LLC, AWH-BP Grand Rapids Hotel, LLC, AWH-BP Jackson Hotel, LLC

	Various

	  	Various

	  	Various

	  	Various

	  	Various

	  	JAGR
                                         Portfolio

	  	721

	  	Rooms

	  	                    4.95950

	  	4.94733

	  	           30,000,000

	  	     30,000,000.00

	  	60

	  
	8.01

	  	JPMCB

	  	  	  	1001
                                         East County Line Road

	  	Jackson

	  	MS

	  	39211

	  	Hinds

	  	Hilton
                                         Jackson

	  	276

	  	Rooms

	  	                    4.95950

	  	 

	  	           14,256,632

	  	     14,256,631.58

	  	60

	  
	8.02

	  	JPMCB

	  	  	  	4747
                                         28th Street Southeast

	  	Grand
                                         Rapids

	  	MI

	  	49512

	  	Kent

	  	Doubletree
                                         Grand Rapids

	  	226

	  	Rooms

	  	                    4.95950

	  	 

	  	             8,480,211

	  	       8,480,210.53

	  	60

	  
	8.03

	  	JPMCB

	  	  	  	210
                                         Holiday Court

	  	Annapolis

	  	MD

	  	21401

	  	Anne
                                         Arundel

	  	Doubletree
                                         Annapolis

	  	219

	  	Rooms

	  	                    4.95950

	  	 

	  	             7,263,158

	  	       7,263,157.89

	  	60

	  
	9

	  	JPMCB

	  	Lenox
                                         Towers, L.P.

	  	3390
                                         and 3400 Peachtree Road Northeast

	  	Atlanta

	  	GA

	  	30326

	  	Fulton

	  	Lenox
                                         Towers

	  	378,838

	  	Square
                                      Feet

	  	                    3.98000

	  	3.96783

	  	           27,500,000

	  	     27,500,000.00

	  	60

	  
	10

	  	SMF
                                       II

	  	BFO
                                         Factory Shoppes LLC

	  	Various

	  	Various

	  	Various

	  	Various

	  	Various

	  	Horizon
                                         Outlet Shoppes Portfolio

	  	555,682

	  	Square
                                      Feet

	  	                    4.50900

	  	4.44683

	  	           26,675,000

	  	     26,675,000.00

	  	120

	 

	10.01

	  	SMF
                                       II

	  	  	  	3001
                                         South Washburn Street

	  	Oshkosh

	  	WI

	  	54904

	  	Winnebago

	  	Oshkosh

	  	270,512

	  	Square
                                      Feet

	  	                    4.50900

	  	 

	  	           15,453,692

	  	     15,453,692.27

	  	120

	 

	10.02

	  	SMF
                                       II

	  	 

	  	448
                                         Fashion Way

	  	Burlington

	  	WA

	  	98233

	  	Skagit

	  	Burlington

	  	174,660

	  	Square
                                      Feet

	  	                    4.50900

	  	 

	  	             6,391,267

	  	       6,391,266.58

	  	120

	  
	10.03

	  	SMF
                                       II

	  	 

	  	6245
                                         North Old 27

	  	Fremont

	  	IN

	  	46737

	  	Steuben

	  	Fremont

	  	110,510

	  	Square
                                      Feet

	  	                    4.50900

	  	 

	  	             4,830,041

	  	       4,830,041.15

	  	120

	 

	11

	  	RAIT

	  	Breckenridge
                                         Group Corpus Christi Texas, LP

	  	1938
                                         Ennis Joslin Road

	  	Corpus
                                         Christi

	  	TX

	  	78412

	  	Nueces

	  	Aspen
                                         Heights - Texas A&M University Corpus Christi  

	500

	  	Beds

	  	                    4.18000

	  	4.16783

	  	           26,000,000

	  	     26,000,000.00

	  	120

	 

	12

	  	JPMCB

	  	Shaner
                                         Pittsburgh Hotel Limited Partnership

	  	112
                                         Washington Place

	  	Pittsburgh

	  	PA

	  	15219

	  	Allegheny

	  	Marriott
                                         - Pittsburgh

	  	402

	  	Rooms

	  	                    4.52700

	  	4.51483

	  	           25,000,000

	  	     25,000,000.00

	  	120

	 

	13

	  	SMF
                                       II

	  	Golden
                                         Triangle #1, LLC

	  	9415
                                         Lucy Jane Lane

	  	Charlotte

	  	NC

	  	28270

	  	Mecklenburg

	  	Crest
                                         at Greylyn

	  	259

	  	Units

	  	                    4.27800

	  	4.26583

	  	           24,000,000

	  	     24,000,000.00

	  	120

	 

	14

	  	JPMCB

	  	COFE
                                         Town Center, LLC

	  	12651
                                         South Dixie Highway

	  	Pinecrest

	  	FL

	  	33156

	  	Miami-Dade

	  	Pinecrest
                                         Town Center

	  	94,175

	  	Square
                                      Feet

	  	                    4.10000

	  	4.05783

	  	           23,525,000

	  	     23,525,000.00

	  	120

	 

	15

	  	RCMC

	  	Carson
                                         Hotel, LLC

	  	2
                                         Civic Plaza Drive

	  	Carson

	  	CA

	  	90745

	  	Los
                                         Angeles

	  	DoubleTree
                                         - Carson

	  	225

	  	Rooms

	  	                    3.96000

	  	3.94783

	  	           22,650,000

	  	     22,586,643.62

	  	120

	  
	16

	  	JPMCB

	  	Hertz
                                         Richmond Holdings, LLC

	  	Various

	  	Richmond

	  	VA

	  	Various

	  	Chesterfield

	  	Richmond
                                         Portfolio

	  	413,835

	  	Square
                                      Feet

	  	                    4.17000

	  	4.15783

	  	           21,700,000

	  	     21,700,000.00

	  	120

	 

	16.01

	  	JPMCB

	  	  	  	1011
                                         Boulder Springs Drive

	  	Richmond

	  	VA

	  	23225

	  	Chesterfield

	  	Boulders

	  	140,746

	  	Square
                                      Feet

	  	                    4.17000

	  	 

	  	             7,658,824

	  	       7,658,823.53

	  	120

	 

	16.02

	  	JPMCB

	  	  	  	804,
                                         808 & 812 Moorefield Park Drive

	  	Richmond

	  	VA

	  	23236

	  	Chesterfield

	  	Moorefield
                                         I, II, III

	  	145,475

	  	Square
                                      Feet

	  	                    4.17000

	  	 

	  	             7,133,218

	  	       7,133,217.99

	  	120

	 

	16.03

	  	JPMCB

	  	  	  	10800
                                         Midlothian Turnpike

	  	Richmond

	  	VA

	  	23235

	  	Chesterfield

	  	Winchester

	  	127,614

	  	Square
                                      Feet

	  	                    4.17000

	  	 

	  	             6,907,958

	  	       6,907,958.48

	  	120

	 

	17

	  	Barclays

	  	Seaside
                                         North, LLC

	  	25,
                                         45, 63, 83, 109 & 121 Central Square; 2236 East County Highway 30A

	  	Seaside

	  	FL

	  	32459

	  	Walton

	  	Downtown
                                         Seaside

	  	32,196

	  	Square
                                      Feet

	  	                    4.15000

	  	4.13783

	  	           21,500,000

	  	     21,500,000.00

	  	120

	 

	18

	  	RAIT

	  	CH
                                         Bedford Hotel Partners, LLC

	  	3800
                                         Bedford Avenue

	  	Nashville

	  	TN

	  	37215

	  	Davidson

	  	Courtyard
                                         Marriott Green Hills

	  	123

	  	Rooms

	  	                    4.04000

	  	4.02783

	  	           19,995,000

	  	     19,968,639.52

	  	120

	 

	19

	  	Barclays

	  	SSSP
                                         Preakness, LLC, SSSP Woodstock, LLC, SSSP Altamonte Springs, LLC, SSSP Augusta, LLC,
                                         SSSP Marietta, LLC, SSSP Shepherd Drive Decatur, LLC, SSSP Valrico, LLC

	Various

	  	Various

	  	Various

	  	Various

	  	Various

	  	Simply
                                         Self Storage Portfolio (FL & GA)

	  	4,059

	  	Units

	  	                    4.26600

	  	4.25383

	  	           19,650,000

	  	     19,650,000.00

	  	120

	 

	19.01

	  	Barclays

	  	  	  	510
                                         Douglas Avenue

	  	Altamonte
                                         Springs

	  	FL

	  	32714

	  	Seminole

	  	Assured
                                         Self Storage

	  	754

	  	Units

	  	                    4.26600

	  	 

	  	             4,550,000

	  	       4,550,000.00

	  	120

	 

	19.02

	  	Barclays

	  	  	  	22853
                                         Preakness Boulevard

	  	Land
                                         O’ Lakes

	  	FL

	  	34639

	  	Pasco

	  	Preakness
                                         Self Storage

	  	700

	  	Units

	  	                    4.26600

	  	 

	  	             3,450,000

	  	       3,450,000.00

	  	120

	 

	19.03

	  	Barclays

	  	  	  	1035
                                         Starwood Avenue

	  	Valrico

	  	FL

	  	33596

	  	Hillsborough

	  	United
                                         Self Storage

	  	676

	  	Units

	  	                    4.26600

	  	 

	  	             3,300,000

	  	       3,300,000.00

	  	120

	 

	19.04

	  	Barclays

	  	  	  	2134
                                         Gordon Highway

	  	Augusta

	  	GA

	  	30909

	  	Richmond

	  	Gordon
                                         Highway Self Storage

	  	691

	  	Units

	  	                    4.26600

	  	 

	  	             2,900,000

	  	       2,900,000.00

	  	120

	  
	19.05

	  	Barclays

	  	  	  	140
                                         Emma Lane

	  	Woodstock

	  	GA

	  	30189

	  	Cherokee

	  	Cherokee
                                         Self Storage

	  	411

	  	Units

	  	                    4.26600

	  	 

	  	             2,400,000

	  	       2,400,000.00

	  	120

	 

	19.06

	  	Barclays

	  	  	  	2804
                                         HF Shepherd Drive

	  	Decatur

	  	GA

	  	30034

	  	DeKalb

	  	Decatur
                                         Self Storage

	  	551

	  	Units

	  	                    4.26600

	  	 

	  	             1,950,000

	  	       1,950,000.00

	  	120

	 

	19.07

	  	Barclays

	  	  	  	732
                                         Chance Road

	  	Marietta

	  	GA

	  	30066

	  	Cobb

	  	Marietta
                                         Self Storage

	  	276

	  	Units

	  	                    4.26600

	  	 

	  	             1,100,000

	  	       1,100,000.00

	  	120

	 

	20

	  	SMF
                                       II

	  	Miami
                                         Gardens Drive, LLC

	  	18600
                                         Northwest 87th Avenue

	  	Hialeah

	  	FL

	  	33015

	  	Miami-Dade

	  	Sedano’s
                                         Plaza Lakes on the Green

	  	129,740

	  	Square
                                      Feet

	  	                    4.44200

	  	4.42983

	  	           18,600,000

	  	     18,600,000.00

	  	120

	 

	21

	  	JPMCB

	  	Argo
                                         80 SW 8th St LLC

	  	8
                                         Eagles Trail

	  	Hattiesburg

	  	MS

	  	39402

	  	Lamar

	  	Eagles
                                         Trail

	  	792

	  	Beds

	  	                    4.60000

	  	4.58783

	  	           17,250,000

	  	     17,250,000.00

	  	60

	 

	22

	  	JPMCB

	  	Ashley
                                         Bridgeway, LLC

	  	6701
                                         College Drive

	  	Suffolk

	  	VA

	  	23435

	  	Suffolk
                                         City

	  	Bridgeway
                                         Business Center

	  	707,901

	  	Square
                                      Feet

	  	                    4.09000

	  	4.05033

	  	           16,000,000

	  	     15,958,633.80

	  	180

	 

	23

	  	JPMCB

	  	PMD
                                         I, LLC

	  	890
                                         Elkridge Landing Road

	  	Linthicum
                                         Heights

	  	MD

	  	21090

	  	Anne
                                         Arundel

	  	Doubletree
                                         Baltimore Airport

	  	260

	  	Rooms

	  	                    5.07000

	  	5.03033

	  	           15,750,000

	  	     15,750,000.00

	  	60

	 

	24

	  	JPMCB

	  	The
                                         Heights LLC

	  	26400
                                         Ford Road

	  	Dearborn
                                         Heights

	  	MI

	  	48127

	  	Wayne

	  	The
                                         Heights

	  	237,003

	  	Square
                                      Feet

	  	                    3.76800

	  	3.70833

	  	           15,250,000

	  	     15,188,443.52

	  	180

	 

	25

	  	RCMC

	  	The
                                         Garden District - Auburn, Ltd.

	  	190
                                         East University Drive

	  	Auburn

	  	AL

	  	36832

	  	Lee

	  	Garden
                                         District Apartments

	  	471

	  	Beds

	  	                    4.56000

	  	4.54783

	  	           13,700,000

	  	     13,700,000.00

	  	120

	 

	26

	  	Barclays

	  	El
                                         Paseo Collection, A California Limited Partnership, El Paseo Collection II, LP

	73061
                                         - 73081 El Paseo

	  	Palm
                                         Desert

	  	CA

	  	92260

	  	Riverside

	  	El
                                         Paseo Collection South

	  	27,098

	  	Square
                                      Feet

	  	                    3.95400

	  	3.94183

	  	           13,500,000

	  	     13,500,000.00

	  	120

	 

	27

	  	JPMCB

	  	Vision
                                         Cobb Place LLC

	  	905
                                         Cobb Place Boulevard Northwest

	  	Kennesaw

	  	GA

	  	30144

	  	Cobb

	  	Homewood
                                         Suites Kennesaw

	  	100

	  	Rooms

	  	                    4.20000

	  	4.18783

	  	           11,500,000

	  	     11,457,806.34

	  	120

	 

	28

	  	SMF
                                       II

	  	NMR
                                         Charleston, LLC

	  	7535
                                         North Forest Drive

	  	North
                                         Charleston

	  	SC

	  	29420

	  	Charleston

	  	Springhill
                                         Suites Charleston

	  	115

	  	Rooms

	  	                    4.52900

	  	4.51683

	  	           10,500,000

	  	     10,482,414.33

	  	120

	  
	29

	  	JPMCB

	  	Hertz
                                         Worcester Chestnut Place, LLC

	  	22
                                         and 55 Elm Street

	  	Worcester

	  	MA

	  	01608

	  	Worcester

	  	Chestnut
                                         Place

	  	218,098

	  	Square
                                      Feet

	  	                    4.12000

	  	4.10783

	  	           10,500,000

	  	     10,471,533.69

	  	120

	 

	30

	  	RCMC

	  	San
                                         Bruno Partners, LLC

	  	343
                                         - 345 Shaw Road

	  	South
                                         San Francisco

	  	CA

	  	94080

	  	San
                                         Mateo

	  	AllStore
                                         Center Self Storage

	  	677

	  	Units

	  	                    3.87000

	  	3.85783

	  	           10,000,000

	  	     10,000,000.00

	  	120

	 

	31

	  	SMF
                                       II

	  	Winston
                                         Jacksonville Fund Owner, LLC

	  	1032
                                         Hampton Inn Way

	  	Jacksonville

	  	NC

	  	28546

	  	Onslow

	  	Hampton
                                         Inn Jacksonville

	  	110

	  	Rooms

	  	                    4.16500

	  	4.15283

	  	             9,500,000

	  	       9,474,471.73

	  	120

	 

	32

	  	RCMC

	  	ASHH,
                                         LLC

	  	2201
                                         South Oakdale Drive

	  	Bloomington

	  	IN

	  	47403

	  	Monroe

	  	Hidden
                                         Hills at Oakdale West

	  	162

	  	Units

	  	                    4.10000

	  	4.03033

	 
	             9,262,500

	  	       9,262,500.00

	  	120

	 

	33

	  	RCMC

	  	Hexon
                                         Whitemarsh Self Storage IV LLC

	  	9810
                                         Pulaski Highway

	  	Baltimore

	  	MD

	  	21220

	  	Baltimore

	  	Whitemarsh
                                         Self Storage

	  	835

	  	Units

	  	                    4.14000

	  	4.12783

	  	             9,125,000

	  	       9,125,000.00

	  	120

	 

	34

	  	RCMC

	  	The
                                         Weatherly Building, LLC

	  	516
                                         Southeast Morrison Street

	  	Portland

	  	OR

	  	97214

	  	Multnomah

	  	The
                                         Weatherly

	  	63,272

	  	Square
                                      Feet

	  	                    4.35000

	  	4.33783

	  	             8,900,000

	  	       8,900,000.00

	  	120

	 

	35

	  	SMF
                                       II

	  	Northsight,
                                         LLC

	  	15144
                                         North Northsight Boulevard

	  	Scottsdale

	  	AZ

	  	85260

	  	Maricopa

	  	Northsight
                                         Village

	  	88,031

	  	Square
                                      Feet

	  	                    4.02800

	  	4.01583

	  	             8,800,000

	  	       8,800,000.00

	  	120

	 

	36

	  	JPMCB

	  	Destin
                                         98, LLC

	  	19001
                                         Emerald Coast Parkway

	  	Destin

	  	FL

	  	32541

	  	Okaloosa

	  	Fairfield
                                         Inn Destin

	  	100

	  	Rooms

	  	                    4.03000

	  	3.97783

	  	             8,500,000

	  	       8,476,546.02

	  	120

	 

	37

	  	RCMC

	  	FAC
                                         NEBO Shopping Center, LLC

	  	221-272
                                         Mount Nebo Pointe Drive

	  	Pittsburgh

	  	PA

	  	15237

	  	Allegheny

	  	Mt.
                                         Nebo Pointe

	  	99,447

	  	Square
                                      Feet

	  	                    4.18000

	  	4.16783

	  	             8,000,000

	  	       8,000,000.00

	  	120

	 

	38

	  	Barclays

	  	1800
                                         16th Street, LLC

	  	1800-1808,
                                         1812-1824 & 1828 North 16th Street

	  	Philadelphia

	  	PA

	  	19121

	  	Philadelphia

	  	Campus
                                         View Apartments

	  	360

	  	Beds

	  	                    4.30000

	  	4.28783

	  	             8,000,000

	  	       8,000,000.00

	  	120

	  
	39

	  	Barclays

	  	Ocala
                                         Park Limited Partnership

	  	3500
                                         Southwest College Road

	  	Ocala

	  	FL

	  	34474

	  	Marion

	  	Park
                                         Centre Commons

	  	66,480

	  	Square
                                      Feet

	  	                    4.04000

	  	4.02783

	  	             8,000,000

	  	       7,977,968.75

	  	120

	  
	40

	  	RCMC

	  	Continental
                                         Windwood Centre, LLC

	  	780
                                         Lynnhaven Parkway

	  	Virginia
                                         Beach

	  	VA

	  	23452

	  	Virginia
                                         Beach City

	  	Windwood
                                         Centre

	  	78,973

	  	Square
                                      Feet

	  	                    4.33000

	  	4.31783

	  	             7,500,000

	  	       7,500,000.00

	  	120

	  
	41

	  	RCMC

	  	2560
                                         Dixwell Medical, LLC

	  	2560
                                         Dixwell Avenue

	  	Hamden

	  	CT

	  	06514

	  	New
                                         Haven

	  	2560
                                         Dixwell

	  	30,050

	  	Square
                                      Feet

	  	                    4.19000

	  	4.17783

	  	             7,000,000

	  	       7,000,000.00

	  	120

	  
	42

	  	Barclays

	  	Woodlands
                                         Medical Properties, LP

	  	26710
                                         Interstate 45 North

	  	Oak
                                         Ridge North

	  	TX

	  	77386

	  	Montgomery

	  	Alore
                                         Center

	  	29,924

	  	Square
                                      Feet

	  	                    4.35000

	  	4.33783

	  	             6,600,000

	  	       6,600,000.00

	  	120

	  
	43

	  	JPMCB

	  	Midas
                                         Greenville, LLC

	  	25
                                         Green Heron Road

	  	Greenville

	  	SC

	  	29607

	  	Greenville

	  	Candlewood
                                         Suites Greenville

	  	97

	  	Rooms

	  	                    4.30000

	  	4.24783

	  	             6,600,000

	  	       6,576,163.33

	  	120

	  
	44

	  	Barclays

	  	Lamberton
                                         Partners, LLC

	  	3250
                                         Plaza Drive Northeast

	  	Grand
                                         Rapids

	  	MI

	  	49525

	  	Kent

	  	Lamberton
                                         Lake Apartments

	  	120

	  	Units

	  	                    4.05000

	  	4.03783

	  	             6,300,000

	  	       6,300,000.00

	  	120

	  
	45

	  	JPMCB

	  	Jairaj
                                         Dupont, LLC

	  	3520
                                         East Dupont Road

	  	Fort
                                         Wayne

	  	IN

	  	46825

	  	Allen

	  	Hampton
                                         Inn Ft. Wayne

	  	78

	  	Rooms

	  	                    4.52000

	  	4.50783

	  	             6,300,000

	  	       6,284,226.67

	  	120

	  
	46

	  	SMF
                                       II

	  	CP
                                         Lyons Station SC LLC

	  	23404-23434
                                         Lyons Avenue

	  	Santa
                                         Clarita

	  	CA

	  	91321

	  	Los
                                         Angeles

	  	Lyons
                                         Station

	  	28,554

	  	Square
                                      Feet

	  	                    4.16200

	  	4.14983

	  	             6,150,000

	  	       6,150,000.00

	  	120

	  
	47

	  	Barclays

	  	Cavalier
                                         Building, LLC

	  	95
                                         White Bridge Road

	  	Nashville

	  	TN

	  	37205

	  	Davidson

	  	Cavalier
                                         Building

	  	75,161

	  	Square
                                      Feet

	  	                    3.99400

	  	3.98183

	  	             6,150,000

	  	       6,150,000.00

	  	120

	  
	48

	  	SMF
                                       II

	  	Intervest-Plantation,
                                         LLC

	  	2
                                         South University Drive

	  	Plantation

	  	FL

	  	33324

	  	Broward

	  	Plantation
                                         Corporate Center

	  	56,141

	  	Square
                                      Feet

	  	                    4.50000

	  	4.48783

	  	             6,100,000

	  	       6,100,000.00

	  	120

	  
	49

	  	RCMC

	  	Washington
                                         Medical, LLC

	  	9
                                         Washington Avenue

	  	Hamden

	  	CT

	  	06518

	  	New
                                         Haven

	  	9
                                         Washington

	  	35,166

	  	Square
                                      Feet

	  	                    4.19000

	  	4.17783

	  	             5,968,000

	  	       5,968,000.00

	  	120

	  
	50

	  	JPMCB

	  	Creekside
                                         Square Realty I, LLC

	  	5836
                                         Hunnewell Drive

	  	Indianapolis

	  	IN

	  	46254

	  	Marion

	  	Creekside
                                         Square Apartments

	  	128

	  	Units

	  	                    4.24600

	  	4.23383

	  	             5,750,000

	  	       5,750,000.00

	  	120

	  
	51

	  	RCMC

	  	Lake
                                         Davidson Village Patton Square SPE, LLC, Turner Family Investments Patton Square, SPE,
                                         LLC, Wooddall Holdings Patton Square SPE, LLC

	345
                                         South Main Street

	  	Woodruff

	  	SC

	  	29388

	  	Spartanburg

	  	Patton
                                         Square

	  	91,910

	  	Square
                                      Feet

	  	                    4.32000

	  	4.30783

	  	             5,710,000

	  	       5,710,000.00

	  	120

	  
	52

	  	RAIT

	  	14001
                                         Weston Parkway LLC

	  	14001
                                         Weston Parkway

	  	Cary

	  	NC

	  	27513

	  	Wake

	  	14001
                                         Weston Parkway

	  	78,929

	  	Square
                                      Feet

	  	                    4.63000

	  	4.56033

	  	             5,500,000

	  	       5,490,950.15

	  	120

	  
	53

	  	Barclays

	  	Rockmead
                                         Medical Properties, LP

	  	605
                                         & 611 Rockmead Drive

	  	Kingwood

	  	TX

	  	77339

	  	Montgomery

	  	Rockmead
                                         Professional Center

	  	28,038

	  	Square
                                      Feet

	  	                    4.20000

	  	4.18783

	 
	             4,900,000

	  	       4,900,000.00

	  	120

	  
	54

	  	Barclays

	  	Airport
                                         Austin Business Park Owner, LLC

	  	4109
                                         & 4111 Todd Lane

	  	Austin

	  	TX

	  	78744

	  	Travis

	  	Austin
                                         Industrial Park

	  	80,501

	  	Square
                                      Feet

	  	                    4.21250

	  	4.20033

	 
	             4,500,000

	  	       4,500,000.00

	  	120

	  
	55

	  	RAIT

	  	Yale
                                         Orangeburg, LLC

	  	2795
                                         North Road

	  	Orangeburg

	  	SC

	  	29118

	  	Orangeburg

	  	North
                                         Road Plaza

	  	50,760

	  	Square
                                      Feet

	  	                    4.52500

	  	4.41533

	 
	             4,462,500

	  	       4,462,500.00

	  	120

	  
	56

	  	RAIT

	  	4575
                                         Altama, LLC

	  	4575
                                         Altama Avenue

	  	Brunswick

	  	GA

	  	31520

	  	Glynn

	  	Walgreens
                                         - Brunswick

	  	14,820

	  	Square
                                      Feet

	  	                    4.29000

	  	4.27783

	 
	             4,300,000

	  	       4,300,000.00

	  	120

	  
	57

	  	Barclays

	  	2751
                                         Roosevelt Road, LLC

	  	2751
                                         Roosevelt Road

	  	San
                                         Diego

	  	CA

	  	92106

	  	San
                                         Diego

	  	Liberty
                                         Station - Building 210

	  	37,333

	  	Square
                                      Feet

	  	                    4.30600

	  	4.25383

	  	             4,100,000

	  	       4,100,000.00

	  	120

	  
	58

	  	RCMC

	  	Real
                                         Capital II, LLC

	  	275
                                         North York Street

	  	Elmhurst

	  	IL

	  	60126

	  	DuPage

	  	275
                                         N. York

	  	23,962

	  	Square
                                      Feet

	  	                    4.38000

	  	4.36783

	 
	             4,000,000

	  	       4,000,000.00

	  	120

	  
	59

	  	Barclays

	  	Dakota
                                         Estates, LLC

	  	917
                                         27th Avenue Northeast

	  	Aberdeen

	  	SD

	  	57401

	  	Brown

	  	Dakota
                                         Estates

	  	65

	  	Units

	  	                    4.25000

	  	4.18783

	 
	             4,000,000

	  	       3,989,430.19

	  	120

	  
	60

	  	RAIT

	  	Fair
                                         Oaks Parkway Associates, LLC

	  	9089
                                         Fair Oaks Parkway

	  	Fair
                                         Oaks

	  	TX

	  	78015

	  	Bexar

	  	CVS
                                         - Fair Oaks

	  	13,031

	  	Square
                                      Feet

	  	                    3.89000

	  	3.87783

	 
	             3,960,000

	  	       3,960,000.00

	  	120

	  
	61

	  	RCMC

	  	L’Abri
                                         Associates, LLC

	  	3715
                                         Argent Boulevard

	  	Ridgeland

	  	SC

	  	29936

	  	Jasper

	  	AAA
                                         Storage City

	  	451

	  	Units

	  	                    3.87000

	  	3.85783

	 
	             3,800,000

	  	       3,789,183.55

	  	120

	  
	62

	  	RAIT

	  	Hutto
                                         Associates, LLC

	  	301
                                         FM 685

	  	Hutto

	  	TX

	  	78634

	  	Williamson

	  	CVS
                                         - Hutto

	  	14,600

	  	Square
                                      Feet

	  	                    3.96500

	  	3.95283

	 
	             2,650,000

	  	       2,650,000.00

	  	120

	  
	63

	  	Barclays

	  	Hill
                                         Trust Delaware LLC

	  	9051
                                         West Kelton Lane

	  	Peoria

	  	AZ

	  	85382

	  	Maricopa

	  	91st
                                         & Kelton

	  	33,660

	  	Square
                                      Feet

	  	                    4.62800

	  	4.61583

	 
	             2,500,000

	  	       2,497,105.08

	  	120

	  





 


 
                                         




 
                                         








 
              








JPMBB
                                         2015-C29 - Combined


 




	Loan
                                         ID #

	 
	Originator/Loan
                                         

                                         Seller

	 
	Mortgagor
                                         Name

	Remaining
                                         Term

	 
	Maturity/ARD
                                         

                                         Date

	 
	Amortiziation
                                         

                                         Term

	 
	Remaining
                                         

                                         Amortization 

                                         Term for Balloon 

                                         Loans

	 
	 Monthly
                                         

                                         Payment

	 
	Servicing
                                         Fee 

                                         Rate

	 
	Accrual
                                         Type

	 
	ARD
                                         Loan 

                                         (Y/N)

	 
	Revised
                                         Rate (%)

	 
	Title
                                         Type

	 
	Crossed
                                         

                                         Collateralized 

                                         Loan

	  
	1

	  	RAIT

	  	Mikeone
                                         EK M Street Holdings, LLC

	118

	  	04/01/25

	  	360

	  	360

	  	     312,676.99

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	2

	  	JPMCB

	  	BRI
                                         1850 Houston OCC, LLC

	118

	  	04/01/25

	  	0

	  	0

	  	     200,791.67

	  	0.01500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	3

	  	JPMCB

	  	Hertz
                                         Texaco Center, LLC

	118

	  	04/01/25

	  	360

	  	358

	  	     282,697.94

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	4

	  	Barclays

	  	Cole MT West Covina
(Lakes) CA, LP, ARCP MT Grovetown GA, LLC, Cole MT Albuquerque (San Mateo) NM, LLC, Cole MT Beavercreek OH, LLC, Cole MT Greenwood
SC, LLC, Cole MT Marion IN, LLC  	59

	 	05/06/20

	 	0	 	0

	 	161,099.31	 	0.00500	 	Actual/360	 	No	 	  	  	Fee	 	No

	 
	4.01

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	4.02

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	4.03

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	4.04

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	4.05

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	4.06

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	5

	  	Barclays

	  	ARCP MT Inglewood CA,
LP, Cole MT Canton GA, LLC, Cole MT Columbia SC, LLC, Cole MT East Manchester PA, LLC, Cole MT Marietta GA, LLC, Cole MT San Antonio
(Highway 151) TX, LLC	59

	 	05/06/20

	 	0	 	0	 	161,099.31	 	0.00500	 	Actual/360	 	No	 	  	  	Fee	 	No	 
	5.01

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	5.02

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	5.03

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	5.04

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	5.05

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	5.06

	  	Barclays

	  	  	59

	  	  	  	0

	  	0

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	6

	  	JPMCB

	  	Elite
                                         Street Alta Woodlake Square, LLC

	120

	  	06/01/25

	  	360

	  	360

	  	     151,342.12

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	7

	  	Barclays

	  	Little
                                         Palm Island Associates, Ltd.

	59

	  	05/06/20

	  	360

	  	359

	  	     158,475.42

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	8

	  	JPMCB

	  	AWH-BP
                                         Annapolis Hotel, LLC, AWH-BP Grand Rapids Hotel, LLC, AWH-BP Jackson Hotel, LLC

	58

	 	04/01/20	 	360	 	360	 	160,304.75	 	0.00500

	 	Actual/360	 	No	 	  	  	Fee	 	No	 
	8.01

	  	JPMCB

	  	  	58

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	8.02

	  	JPMCB

	  	  	58

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	8.03

	  	JPMCB

	  	  	58

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	9

	  	JPMCB

	  	Lenox
                                         Towers, L.P.

	60

	  	06/01/20

	  	360

	  	360

	  	     130,972.32

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	10

	  	SMF
                                      II

	  	BFO
                                         Factory Shoppes LLC

	117

	  	03/06/25

	  	360

	  	360

	  	     135,300.99

	  	0.05500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	10.01

	  	SMF
                                      II

	  	  	117

	  	01/00/00

	  	360

	  	360

	  	  	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	10.02

	  	SMF
                                      II

	  	 

	117

	  	01/00/00

	  	360

	  	360

	  	  	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	10.03

	  	SMF
                                      II

	  	 

	117

	  	01/00/00

	  	360

	  	360

	  	  	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	11

	  	RAIT

	  	Breckenridge
                                         Group Corpus Christi Texas, LP

	115

	  	01/01/25

	  	360

	  	360

	  	     123,156.84

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	12

	  	JPMCB

	  	Shaner
                                         Pittsburgh Hotel Limited Partnership

	113

	  	11/01/24

	  	360

	  	360

	  	     127,072.71

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Leasehold

	  	No

	  
	13

	  	SMF
                                      II

	  	Golden
                                         Triangle #1, LLC

	119

	  	05/06/25

	  	360

	  	360

	  	     118,459.31

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	14

	  	JPMCB

	  	COFE
                                         Town Center, LLC

	119

	  	05/01/25

	  	360

	  	360

	  	     113,672.42

	  	0.03500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	15

	  	RCMC

	  	Carson
                                         Hotel, LLC

	118

	  	04/05/25

	  	360

	  	358

	  	     107,612.90

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	16

	  	JPMCB

	  	Hertz
                                         Richmond Holdings, LLC

	120

	  	06/01/25

	  	360

	  	360

	  	     105,737.11

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	16.01

	  	JPMCB

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	16.02

	  	JPMCB

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	16.03

	  	JPMCB

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	17

	  	Barclays

	  	Seaside
                                         North, LLC

	119

	  	05/06/25

	  	360

	  	360

	  	     104,512.21

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	18

	  	RAIT

	  	CH
                                         Bedford Hotel Partners, LLC

	119

	  	05/01/25

	  	360

	  	359

	  	        95,920.86

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	19

	  	Barclays

	  	SSSP
                                         Preakness, LLC, SSSP Woodstock, LLC, SSSP Altamonte Springs, LLC, SSSP Augusta, LLC,
                                         SSSP Marietta, LLC, SSSP Shepherd Drive Decatur, LLC, SSSP Valrico, LLC

	120

	 	06/06/25

	 	360

	 	360	 	96,850.34	 	0.00500	 	Actual/360	 	No	 	  	  	Fee

	 	No

	 
	19.01

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	19.02

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	19.03

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	19.04

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	19.05

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	19.06

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	19.07

	  	Barclays

	  	  	120

	  	  	  	360

	  	360

	  	 

	  	  	  	  	  	  	  	  	  	Fee

	  	  	  
	20

	  	SMF
                                      II

	  	Miami
                                         Gardens Drive, LLC

	120

	  	06/06/25

	  	360

	  	360

	  	        93,603.55

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	21

	  	JPMCB

	  	Argo
                                         80 SW 8th St LLC

	58

	  	04/01/20

	  	360

	  	360

	  	        88,431.15

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	22

	  	JPMCB

	  	Ashley
                                         Bridgeway, LLC

	179

	  	05/01/30

	  	240

	  	239

	  	        97,717.31

	  	0.03250

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	23

	  	JPMCB

	  	PMD
                                         I, LLC

	60

	  	06/01/20

	  	360

	  	360

	  	        85,224.49

	  	0.03250

	  	Actual/360

	  	No

	  	  	  	Leasehold

	  	No

	  
	24

	  	JPMCB

	  	The
                                         Heights LLC

	179

	  	05/01/30

	  	180

	  	179

	  	     111,037.65

	  	0.05250

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	25

	  	RCMC

	  	The
                                         Garden District - Auburn, Ltd.

	120

	  	06/05/25

	  	360

	  	360

	  	        69,905.15

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	26

	  	Barclays

	  	El
                                         Paseo Collection, A California Limited Partnership, El Paseo Collection II, LP

	119

	 	05/06/25	 	360	 	360	 	64,093.57

	 	0.00500	 	Actual/360	 	No	 	  	  	Fee	 	No	 


	27

	  	JPMCB

	  	Vision
                                         Cobb Place LLC

	118

	  	04/01/25

	  	300

	  	298

	  	        61,978.37

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	28

	  	SMF
                                      II

	  	NMR
                                         Charleston, LLC

	119

	  	05/06/25

	  	300

	  	299

	  	        58,535.38

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	29

	  	JPMCB

	  	Hertz
                                         Worcester Chestnut Place, LLC

	118

	  	04/01/25

	  	360

	  	358

	  	        50,857.72

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	30

	  	RCMC

	  	San
                                         Bruno Partners, LLC

	118

	  	04/05/25

	  	360

	  	360

	  	        46,995.11

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	31

	  	SMF
                                      II

	  	Winston
                                         Jacksonville Fund Owner, LLC

	118

	  	04/06/25

	  	360

	  	358

	  	        46,262.77

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	32

	  	RCMC

	  	ASHH,
                                         LLC

	119

	  	05/05/25

	  	360

	  	360

	  	        44,756.25

	  	0.06250

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	33

	  	RCMC

	  	Hexon
                                         Whitemarsh Self Storage IV LLC

	118

	  	04/05/25

	  	360

	  	360

	  	        44,303.85

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	34

	  	RCMC

	  	The
                                         Weatherly Building, LLC

	120

	  	06/05/25

	  	360

	  	360

	  	        44,305.25

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	35

	  	SMF
                                      II

	  	Northsight,
                                         LLC

	119

	  	05/06/25

	  	360

	  	360

	  	        42,154.72

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	36

	  	JPMCB

	  	Destin
                                         98, LLC

	118

	  	04/01/25

	  	360

	  	358

	  	        40,727.45

	  	0.04500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	37

	  	RCMC

	  	FAC
                                         NEBO Shopping Center, LLC

	119

	  	05/05/25

	  	360

	  	360

	  	        39,028.05

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	38

	  	Barclays

	  	1800
                                         16th Street, LLC

	120

	  	06/06/25

	  	360

	  	360

	  	        39,589.72

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	39

	  	Barclays

	  	Ocala
                                         Park Limited Partnership

	118

	  	04/06/25

	  	360

	  	358

	  	        38,377.94

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	40

	  	RCMC

	  	Continental
                                         Windwood Centre, LLC

	120

	  	06/05/25

	  	360

	  	360

	  	        37,247.59

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	41

	  	RCMC

	  	2560
                                         Dixwell Medical, LLC

	120

	  	06/01/25

	  	360

	  	360

	  	        34,190.36

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	42

	  	Barclays

	  	Woodlands
                                         Medical Properties, LP

	119

	  	05/06/25

	  	360

	  	360

	  	        32,855.58

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	43

	  	JPMCB

	  	Midas
                                         Greenville, LLC

	118

	  	04/01/25

	  	300

	  	298

	  	        35,939.75

	  	0.04500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	44

	  	Barclays

	  	Lamberton
                                         Partners, LLC

	118

	  	04/06/25

	  	360

	  	360

	  	        30,259.05

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	45

	  	JPMCB

	  	Jairaj
                                         Dupont, LLC

	118

	  	04/01/25

	  	360

	  	358

	  	        31,996.08

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	46

	  	SMF
                                      II

	  	CP
                                         Lyons Station SC LLC

	119

	  	05/06/25

	  	360

	  	360

	  	        29,938.31

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	47

	  	Barclays

	  	Cavalier
                                         Building, LLC

	119

	  	05/06/25

	  	0

	  	0

	  	        20,810.40

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	48

	  	SMF
                                      II

	  	Intervest-Plantation,
                                         LLC

	119

	  	05/06/25

	  	360

	  	360

	  	        30,907.80

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	49

	  	RCMC

	  	Washington
                                         Medical, LLC

	120

	  	06/01/25

	  	360

	  	360

	  	        29,149.72

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	50

	  	JPMCB

	  	Creekside
                                         Square Realty I, LLC

	120

	  	06/01/25

	  	300

	  	300

	  	        31,137.06

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	51

	  	RCMC

	  	Lake
                                         Davidson Village Patton Square SPE, LLC, Turner Family Investments Patton Square, SPE,
                                         LLC, Wooddall Holdings Patton Square SPE, LLC

	120

	 	06/05/25	 	360

	 	360

	 	28,324.26

	 	0.00500

	 	Actual/360

	 	No

	 	  	  	Fee

	 	No

	 
	52

	  	RAIT

	  	14001
                                         Weston Parkway LLC

	119

	  	05/01/25

	  	300

	  	299

	  	        30,978.04

	  	0.06250

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	53

	  	Barclays

	  	Rockmead
                                         Medical Properties, LP

	119

	  	05/06/25

	  	360

	  	360

	  	        23,961.84

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	54

	  	Barclays

	  	Airport
                                         Austin Business Park Owner, LLC

	117

	  	03/06/25

	  	360

	  	360

	  	        22,038.62

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	55

	  	RAIT

	  	Yale
                                         Orangeburg, LLC

	119

	  	05/01/25

	  	360

	  	360

	  	        22,677.17

	  	0.10250

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	56

	  	RAIT

	  	4575
                                         Altama, LLC

	120

	  	06/01/25

	  	360

	  	360

	  	        21,254.23

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	57

	  	Barclays

	  	2751
                                         Roosevelt Road, LLC

	117

	  	03/06/25

	  	360

	  	360

	  	        20,304.18

	  	0.04500

	  	Actual/360

	  	No

	  	  	  	Leasehold

	  	No

	  
	58

	  	RCMC

	  	Real
                                         Capital II, LLC

	120

	  	06/05/25

	  	360

	  	360

	  	        19,983.21

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	59

	  	Barclays

	  	Dakota
                                         Estates, LLC

	118

	  	04/06/25

	  	360

	  	358

	  	        19,677.60

	  	0.05500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	60

	  	RAIT

	  	Fair
                                         Oaks Parkway Associates, LLC

	118

	  	04/01/25

	  	0

	  	0

	  	        13,050.95

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	61

	  	RCMC

	  	L’Abri
                                         Associates, LLC

	118

	  	04/05/25

	  	360

	  	358

	  	        17,858.14

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	62

	  	RAIT

	  	Hutto
                                         Associates, LLC

	118

	  	04/01/25

	  	0

	  	0

	  	          8,901.98

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  
	63

	  	Barclays

	  	Hill
                                         Trust Delaware LLC

	119

	  	05/06/25

	  	360

	  	359

	  	        12,857.98

	  	0.00500

	  	Actual/360

	  	No

	  	  	  	Fee

	  	No

	  






    	2



    	 



    



 


	JPMBB
                                         2015-C29 - Combined

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	 

	  	  	  	  	  	  	  	  	  	  	UPFRONT
                                         ESCROW

	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Loan
                                         ID #

	 
	Originator/Loan
                                         

                                         Seller

	 
	Mortgagor
                                         Name

	Cross
                                         Defaulted 

                                         Loan

	 
	Guarantor

	 
	Letter
                                         of Credit

	 
	Upfront
                                         CapEx 

                                         Reserve

	 
	Upfront
                                         Eng. 

                                         Reserve

	 
	Upfront
                                         Envir. 

                                         Reserve

	 
	Upfront
                                         TI/LC 

                                         Reserve

	 
	Upfront
                                         RE 

                                         Tax Reserve

	 
	Upfront
                                         Ins. 

                                         Reserve

	 
	Upfront
                                         Other 

                                         Reserve

	 
	  
	1

	  	RAIT

	  	Mikeone
                                         EK M Street Holdings, LLC

	No

	  	EK
                                         2013 Family Trust, Michael Klein

	  	No

	  	0

	  	0

	  	0

	  	2,328,880

	  	369,150

	  	21,945

	  	888,242

	  	  
	2

	  	JPMCB

	  	BRI
                                         1850 Houston OCC, LLC

	No

	  	Accesso
                                         Partners, LLC

	  	No

	  	10,036

	  	160,501

	  	0

	  	62,500

	  	954,924

	  	0

	  	6,465,403

	  	  
	3

	  	JPMCB

	  	Hertz
                                         Texaco Center, LLC

	No

	  	William
                                         Z. Hertz, Isaac Hertz, Sarah Hertz

	  	No

	  	9,925

	  	28,125

	  	0

	  	1,500,000

	  	336,644

	  	0

	  	523,717

	  	  
	4

	  	Barclays

	  	Cole
                                         MT West Covina (Lakes) CA, LP, ARCP MT Grovetown GA, LLC, Cole MT Albuquerque (San Mateo)
                                         NM, LLC, Cole MT Beavercreek OH, LLC, Cole MT Greenwood SC, LLC, Cole MT Marion IN, LLC

	No

	 	Cole
                                      Operating Partnership IV, LP

	 	No

	 	0

	 	0

	 	0

	 	0

	 	0

	 	0

	 	0

	 	  
	4.01

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	4.02

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	4.03

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	4.04

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	4.05

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	4.06

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	5

	  	Barclays

	  	ARCP
                                         MT Inglewood CA, LP, Cole MT Canton GA, LLC, Cole MT Columbia SC, LLC, Cole MT East Manchester
                                         PA, LLC, Cole MT Marietta GA, LLC, Cole MT San Antonio (Highway 151) TX, LLC

	No

	 	Cole
                                      Operating Partnership IV, LP

	 	No

	 	0

	 	0

	 	0

	 	0

	 	0

	 	0

	 	0

	 	  
	5.01

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	5.02

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	5.03

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	5.04

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	5.05

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	5.06

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	6

	  	JPMCB

	  	Elite
                                         Street Alta Woodlake Square, LLC

	No

	  	Yehonatan
                                         Sade

	  	No

	  	4,267

	  	33,000

	  	0

	  	0

	  	367,577

	  	22,936

	  	0

	  	  
	7

	  	Barclays

	  	Little
                                         Palm Island Associates, Ltd.

	No

	  	The
                                         Colee Family Trust Under Agreement And Declaration Of Trust Dated December 20, 1997,
                                         Patrick R. Colee, Diane F. Colee

	  	No

	  	0

	  	0

	  	0

	  	0

	  	59,523

	  	168,661

	  	1,650,000

	  	  
	8

	  	JPMCB

	  	AWH-BP
                                         Annapolis Hotel, LLC, AWH-BP Grand Rapids Hotel, LLC, AWH-BP Jackson Hotel, LLC

	No

	 	Chad
                                      Cooley, Russell Flicker, Jonathan Rosenfeld, Bernard Michael

	 	No

	 	116,939

	 	70,725

	 	0

	 	0

	 	375,291

	 	0	 

	1,515,449

	 	  
	8.01

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	8.02

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	8.03

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	9

	  	JPMCB

	  	Lenox
                                         Towers, L.P.

	No

	  	Robert
                                         C. Goddard, III

	  	No

	  	6,314

	  	0

	  	0

	  	41,667

	  	516,948

	  	0

	  	1,159,257

	  	  
	10

	  	SMF
                                      II

	  	BFO
                                         Factory Shoppes LLC

	No

	  	Horizon
                                         Group Properties, Inc.

	  	No

	  	0

	  	0

	  	0

	  	200,000

	  	151,880

	  	133,817

	  	0

	  	  
	10.01

	  	SMF
                                      II

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	10.02

	  	SMF
                                      II

	  	 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	10.03

	  	SMF
                                      II

	  	 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	11

	  	RAIT

	  	Breckenridge
                                         Group Corpus Christi Texas, LP

	No

	  	Aspen
                                         Heights, Capital Solutions, Inc., Gregory Henry

	  	No

	  	0

	  	0

	  	0

	  	0

	  	62,016

	  	55,026

	  	0

	  	  
	12

	  	JPMCB

	  	Shaner
                                         Pittsburgh Hotel Limited Partnership

	No

	  	Lance
                                         T. Shaner

	  	No

	  	0

	  	57,530

	  	0

	  	0

	  	267,171

	  	101,105

	  	2,925

	  	  
	13

	  	SMF
                                      II

	  	Golden
                                         Triangle #1, LLC

	No

	  	Daniel
                                         S. Levine

	  	No

	  	0

	  	0

	  	0

	  	0

	  	70,723

	  	32,803

	  	0

	  	  
	14

	  	JPMCB

	  	COFE
                                         Town Center, LLC

	No

	  	Eugenio
                                         Cosculluela, Jr., Mario A. Fernandez

	  	No

	  	75,000

	  	0

	  	62,500

	  	475,000

	  	122,526

	  	0

	  	1,140,425

	  	  
	15

	  	RCMC

	  	Carson
                                         Hotel, LLC

	No

	  	Ensemble
                                         Investments, LLC

	  	No

	  	0

	  	0

	  	0

	  	0

	  	60,735

	  	32,224

	  	0

	  	  
	16

	  	JPMCB

	  	Hertz
                                         Richmond Holdings, LLC

	No

	  	William
                                         Z. Hertz, Isaac Hertz, Sarah Hertz

	  	No

	  	6,900

	  	27,719

	  	0

	  	53,000

	  	24,900

	  	0

	  	710,729

	  	  
	16.01

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	16.02

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	16.03

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	17

	  	Barclays

	  	Seaside
                                         North, LLC

	No

	  	Seaside
                                         Community Development Corp.

	  	No

	  	0

	  	560,418

	  	0

	  	0

	  	56,995

	  	0

	  	0

	  	  
	18

	  	RAIT

	  	CH
                                         Bedford Hotel Partners, LLC

	No

	  	Phillip
                                         H. McNeill Sr., Robert G. Schaedle

	  	No

	  	0

	  	0

	  	0

	  	0

	  	86,728

	  	65,262

	  	0

	  	  
	19

	  	Barclays

	  	SSSP
                                         Preakness, LLC, SSSP Woodstock, LLC, SSSP Altamonte Springs, LLC, SSSP Augusta, LLC,
                                         SSSP Marietta, LLC, SSSP Shepherd Drive Decatur, LLC, SSSP Valrico, LLC

	No

	 	Kurt O’Brien	 	No	 	 0	 	147,875

	 	0

	 	0	 	156,592

	 	20,031

	 	0

	 	  
	19.01

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	19.02

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	19.03

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	19.04

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	19.05

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	19.06

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	19.07

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	20

	  	SMF
                                      II

	  	Miami
                                         Gardens Drive, LLC

	No

	  	Agustin
                                         Herran

	  	No

	  	0

	  	59,058

	  	0

	  	0

	  	171,482

	  	52,244

	  	1,398,585

	  	  
	21

	  	JPMCB

	  	Argo
                                         80 SW 8th St LLC

	No

	  	Harold
                                         Rosenblum

	  	No

	  	9,900

	  	0

	  	0

	  	0

	  	78,965

	  	12,567

	  	2,068,190

	  	  
	22

	  	JPMCB

	  	Ashley
                                         Bridgeway, LLC

	No

	  	Ashley
                                         Holdings IV, LLC

	  	No

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	800,000

	  	  
	23

	  	JPMCB

	  	PMD
                                         I, LLC

	No

	  	TH
                                         Investment Holdings II, LLC

	  	No

	  	25,455

	  	0

	  	0

	  	0

	  	119,475

	  	8,341

	  	2,441,581

	  	  
	24

	  	JPMCB

	  	The
                                         Heights LLC

	No

	  	Stuart
                                         Frankel

	  	No

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	  
	25

	  	RCMC

	  	The
                                         Garden District - Auburn, Ltd.

	No

	  	Howard
                                         Hill Weissinger, Charles Milton Weissinger, Rae Weissinger, John Marshall Crutcher, Jr.

	  	No

	  	0

	  	0

	  	0

	  	0

	  	108,589

	  	28,517

	  	0

	  	  
	26

	  	Barclays

	  	El
                                         Paseo Collection, A California Limited Partnership, El Paseo Collection II, LP

	No

	 	Fred
                                      A. Fern

	 	No

	 	0

	 	0

	 	0

	 	0

	 	0	 	0

	 	0

	 	  
	27

	  	JPMCB

	  	Vision
                                         Cobb Place LLC

	No

	  	Mitch
                                         (Mitul) Patel

	  	No

	  	11,726

	  	0

	  	0

	  	0

	  	50,036

	  	0

	  	0

	  	  
	28

	  	SMF
                                      II

	  	NMR
                                         Charleston, LLC

	No

	  	Ramesh
                                         C. Shah

	  	No

	  	0

	  	0

	  	0

	  	0

	  	60,987

	  	36,139

	  	0

	  	  
	29

	  	JPMCB

	  	Hertz
                                         Worcester Chestnut Place, LLC

	No

	  	William
                                         Z. Hertz, Isaac Hertz, Sarah Hertz

	  	No

	  	5,239

	  	243,515

	  	0

	  	1,000,000

	  	0

	  	0

	  	929,131

	  	  
	30

	  	RCMC

	  	San
                                         Bruno Partners, LLC

	No

	  	Paul
                                         Karakashian

	  	No

	  	0

	  	0

	  	0

	  	0

	  	21,111

	  	2,480

	  	0

	  	  
	31

	  	SMF
                                      II

	  	Winston
                                         Jacksonville Fund Owner, LLC

	No

	  	Robert
                                         W. Winston, III

	  	No

	  	0

	  	0

	  	0

	  	0

	  	60,063

	  	0

	  	0

	  	  
	32

	  	RCMC

	  	ASHH,
                                         LLC

	No

	  	Jeffrey
                                         Rappin, Stephen Rappin

	  	No

	  	0

	  	0

	  	0

	  	0

	  	20,868

	  	35,529

	  	0

	  	  
	33

	  	RCMC

	  	Hexon
                                         Whitemarsh Self Storage IV LLC

	No

	  	John
                                         A. O’Donnell, The Hexon 1989 Revocable Trust

	  	No

	  	0

	  	0

	  	0

	  	0

	  	63,692

	  	10,367

	  	0

	  	  
	34

	  	RCMC

	  	The
                                         Weatherly Building, LLC

	No

	  	John
                                         M. Klimp

	  	No

	  	0

	  	0

	  	0

	  	0

	  	100,100

	  	10,749

	  	0

	  	  
	35

	  	SMF
                                      II

	  	Northsight,
                                         LLC

	No

	  	Bruce
                                         Shapiro, Marko C. Burns

	  	No

	  	50,000

	  	0

	  	0

	  	125,000

	  	54,120

	  	4,255

	  	0

	  	  
	36

	  	JPMCB

	  	Destin
                                         98, LLC

	No

	  	Phillip
                                         H. McNeill, Sr., Robert G. Schaedle, III

	  	No

	  	5,152

	  	0

	  	0

	  	0

	  	8,775

	  	0

	  	0

	  	  
	37

	  	RCMC

	  	FAC
                                         NEBO Shopping Center, LLC

	No

	  	David
                                         A. Pearson, Paul A. Pearson, Jr., John M. Pearson

	  	No

	  	0

	  	0

	  	0

	  	0

	  	219,096

	  	12,369

	  	0

	  	  
	38

	  	Barclays

	  	1800
                                         16th Street, LLC

	No

	  	Herbert
                                         F. Reid, Jr., Herbert J. Reid III

	  	No

	  	0

	  	4,038

	  	0

	  	0

	  	1,520

	  	21,000

	  	0

	  	  
	39

	  	Barclays

	  	Ocala
                                         Park Limited Partnership

	No

	  	Charles
                                         Garfunkel

	  	No

	  	0

	  	180,283

	  	0

	  	100,000

	  	12,134

	  	8,389

	  	120,000

	  	  
	40

	  	RCMC

	  	Continental
                                         Windwood Centre, LLC

	No

	  	Jeremy
                                         R. McLendon, Ted M. Sherman

	  	No

	  	0

	  	61,150

	  	0

	  	250,000

	  	11,753

	  	8,333

	  	316,062

	  	  
	41

	  	RCMC

	  	2560
                                         Dixwell Medical, LLC

	No

	  	Harden
                                         L. Crawford IV

	  	No

	  	0

	  	0

	  	0

	  	0

	  	47,243

	  	10,136

	  	0

	  	  
	42

	  	Barclays

	  	Woodlands
                                         Medical Properties, LP

	No

	  	Ted
                                         L. Barr, Joseph G. Greulich, Benjamin D. Sheridan

	  	No

	  	0

	  	0

	  	0

	  	0

	  	41,833

	  	2,331

	  	0

	  	  
	43

	  	JPMCB

	  	Midas
                                         Greenville, LLC

	No

	  	Matthew
                                         A. Mills

	  	No

	  	0

	  	0

	  	0

	  	0

	  	44,437

	  	0

	  	0

	  	  
	44

	  	Barclays

	  	Lamberton
                                         Partners, LLC

	No

	  	William
                                         M. Warfield

	  	No

	  	0

	  	64,688

	  	0

	  	0

	  	80,022

	  	0

	  	0

	  	  
	45

	  	JPMCB

	  	Jairaj
                                         Dupont, LLC

	No

	  	Jason
                                         Patel

	  	No

	  	7,430

	  	0

	  	0

	  	0

	  	56,762

	  	20,788

	  	0

	  	  
	46

	  	SMF
                                      II

	  	CP
                                         Lyons Station SC LLC

	No

	  	William
                                         R. Rothacker

	  	No

	  	0

	  	96,370

	  	0

	  	0

	  	20,854

	  	11,296

	  	0

	  	  
	47

	  	Barclays

	  	Cavalier
                                         Building, LLC

	No

	  	Brennon
                                         A. Fitzpatrick

	  	No

	  	0

	  	0

	  	0

	  	0

	  	37,832

	  	11,953

	  	0

	  	  
	48

	  	SMF
                                      II

	  	Intervest-Plantation,
                                         LLC

	No

	  	Villa
                                         Terrace Holding Corp.

	  	No

	  	0

	  	0

	  	0

	  	0

	  	78,280

	  	56,416

	  	0

	  	  
	49

	  	RCMC

	  	Washington
                                         Medical, LLC

	No

	  	Harden
                                         L. Crawford IV

	  	No

	  	0

	  	0

	  	0

	  	125,000

	  	61,030

	  	12,028

	  	0

	  	  
	50

	  	JPMCB

	  	Creekside
                                         Square Realty I, LLC

	No

	  	Raed
                                         I. Qadorh-Zidan, Hani Qaddoura Zidan

	  	No

	  	2,667

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	  
	51

	  	RCMC

	  	Lake
                                         Davidson Village Patton Square SPE, LLC, Turner Family Investments Patton Square, SPE,
                                         LLC, Wooddall Holdings Patton Square SPE, LLC

	No

	 	Ron
                                      L. Turner, Jr., C. Lee Wooddall

	 	No

	 	0

	 	36,900

	 	0

	 	0

	 	85,590

	 	2,481

	 	58,300

	 	  
	52

	  	RAIT

	  	14001
                                         Weston Parkway LLC

	No

	  	Covina
                                         Canoy-Tonel, James V. Noto, Deborah Anne Hosler, Geoffrey V. Gray

	  	No

	  	162,000

	  	25,625

	  	0

	  	65,000

	  	42,500

	  	4,303

	  	857,412

	  	  
	53

	  	Barclays

	  	Rockmead
                                         Medical Properties, LP

	No

	  	Ted
                                         L. Barr, Joseph G. Greulich, Benjamin D. Sheridan

	  	No

	  	0

	  	1,875

	  	0

	  	0

	  	26,366

	  	968

	  	0

	  	  
	54

	  	Barclays

	  	Airport
                                         Austin Business Park Owner, LLC

	No

	  	Arthur
                                         B. Birtcher, Robert M. Anderson

	  	No

	  	0

	  	178,788

	  	0

	  	100,000

	  	12,834

	  	0

	  	0

	  	  
	55

	  	RAIT

	  	Yale
                                         Orangeburg, LLC

	No

	  	Yale
                                         I. Paprin

	  	No

	  	0

	  	37,875

	  	0

	  	0

	  	49,930

	  	22,037

	  	0

	  	  
	56

	  	RAIT

	  	4575
                                         Altama, LLC

	No

	  	Kenneth
                                         Wornick

	  	No

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	  
	57

	  	Barclays

	  	2751
                                         Roosevelt Road, LLC

	No

	  	Tower
                                         Investments, LLC

	  	No

	  	0

	  	10,625

	  	0

	  	0

	  	0

	  	3,464

	  	150,000

	  	  
	58

	  	RCMC

	  	Real
                                         Capital II, LLC

	No

	  	Jeffrey
                                         N. Budgell

	  	No

	  	0

	  	0

	  	0

	  	150,000

	  	31,703

	  	3,137

	  	0

	  	  
	59

	  	Barclays

	  	Dakota
                                         Estates, LLC

	No

	  	Kim
                                         Willers

	  	No

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	  
	60

	  	RAIT

	  	Fair
                                         Oaks Parkway Associates, LLC

	No

	  	Robert
                                         Ridino

	  	No

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	  
	61

	  	RCMC

	  	L’Abri
                                         Associates, LLC

	No

	  	Daniel
                                         M. Lynch

	  	No

	  	0

	  	0

	  	0

	  	0

	  	17,983

	  	19,614

	  	0

	  	  
	62

	  	RAIT

	  	Hutto
                                         Associates, LLC

	No

	  	Friesell
                                         Family Revocable Trust, Jon H. Friesell, Marcia M. Friesell

	  	No

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	0

	  	  
	63

	  	Barclays

	  	Hill
                                         Trust Delaware LLC

	No

	  	Vance
                                         K. Hill, Deanna S. Hill

	  	No

	  	0

	  	0

	  	0

	  	164,000

	  	6,299

	  	872

	  	0

	  	  





 



    	3



    
    	 



    

	JPMBB
                                         2015-C29 - Combined

	  	 dd

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	 

	  	  	  	  	  	 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

	 
	General
                                         Property Type

	 
	Defeasance
                                         

                                         Permitted

	 
	Final
                                         

                                         Maturity 

                                         Date

	  
	1

	  	RAIT

	  	Mikeone
                                         EK M Street Holdings, LLC

	  	4,489

	  	0

	  	80,065

	  	147,660

	  	7,315

	  	0

	  	5

	  	 No

	  	Office

	  	Yes

	  	  	  
	2

	  	JPMCB

	  	BRI
                                         1850 Houston OCC, LLC

	  	10,036

	  	0

	  	62,500

	  	318,308

	  	Springing

	  	Springing

	  	0

	  	 Yes

	  	Office

	  	No

	  	  	  
	3

	  	JPMCB

	  	Hertz
                                         Texaco Center, LLC

	  	9,925

	  	0

	  	59,557

	  	84,200

	  	Springing

	  	0

	  	0

	  	 Yes

	  	Mixed
                                      Use

	  	No

	  	  	  
	4

	  	Barclays

	  	Cole
                                         MT West Covina (Lakes) CA, LP, ARCP MT Grovetown GA, LLC, Cole MT Albuquerque (San Mateo)
                                         NM, LLC, Cole MT Beavercreek OH, LLC, Cole MT Greenwood SC, LLC, Cole MT Marion IN, LLC  

	5,671

	 	0

	 	28,354

	 	Springing	 	Springing

	 	0

	 	0

	 	 Yes

	 	Retail

	 	No

	 	  	  
	4.01

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	4.02

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	4.03

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	4.04

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	4.05

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	4.06

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	5

	  	Barclays

	  	ARCP
                                         MT Inglewood CA, LP, Cole MT Canton GA, LLC, Cole MT Columbia SC, LLC, Cole MT East Manchester
                                         PA, LLC, Cole MT Marietta GA, LLC, Cole MT San Antonio (Highway 151) TX, LLC

	4,599

	 	0

	 	22,994

	 	Springing

	 	Springing

	 	0

	 	0

	 	 Yes

	 	Retail

	 	No

	 	  	  
	5.01

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	5.02

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	5.03

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	5.04

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	5.05

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	5.06

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Retail

	  	  	  	  	  
	6

	  	JPMCB

	  	Elite
                                         Street Alta Woodlake Square, LLC

	  	4,267

	  	0

	  	0

	  	61,263

	  	7,645

	  	0

	  	0

	  	 No

	  	Multifamily

	  	No

	  	  	  
	7

	  	Barclays

	  	Little
                                         Palm Island Associates, Ltd.

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	11,905

	  	60,475

	  	Springing

	  	0

	  	 Yes

	  	Hotel

	  	Yes

	  	  	  
	8

	  	JPMCB

	  	AWH-BP
                                         Annapolis Hotel, LLC, AWH-BP Grand Rapids Hotel, LLC, AWH-BP Jackson Hotel, LLC

	4%
                                      of Gross Revenues

	 	0

	 	0	 	78,882

	 	Springing	 	Springing

	 	0

	 	 Yes

	 	Hotel

	 	No

	 	  	  
	8.01

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Hotel

	  	  	  	  	  
	8.02

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Hotel

	  	  	  	  	  
	8.03

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Hotel

	  	  	  	  	  
	9

	  	JPMCB

	  	Lenox
                                         Towers, L.P.

	  	6,314

	  	0

	  	41,667

	  	57,439

	  	Springing

	  	0

	  	0

	  	 No

	  	Office

	  	No

	  	  	  
	10

	  	SMF
                                      II

	  	BFO
                                         Factory Shoppes LLC

	  	10,406

	  	0

	  	34,730

	  	89,263

	  	18,572

	  	0

	  	0

	  	 Yes

	  	Retail

	  	Yes

	  	  	  
	10.01

	  	SMF
                                      II

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	Retail

	  	  	  	  	  
	10.02

	  	SMF
                                      II

	  	 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	Retail

	  	  	  	  	  
	10.03

	  	SMF
                                      II

	  	 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	Retail

	  	  	  	  	  
	11

	  	RAIT

	  	Breckenridge
                                         Group Corpus Christi Texas, LP

	  	4,167

	  	0

	  	0

	  	62,016

	  	11,005

	  	0

	  	5

	  	 No

	  	Multifamily

	  	Yes

	  	  	  
	12

	  	JPMCB

	  	Shaner
                                         Pittsburgh Hotel Limited Partnership

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	30,400

	  	16,851

	  	2,925

	  	0

	  	 Yes

	  	Hotel

	  	Yes

	  	  	  
	13

	  	SMF
                                      II

	  	Golden
                                         Triangle #1, LLC

	  	5,396

	  	0

	  	0

	  	14,145

	  	3,645

	  	0

	  	0

	  	 No

	  	Multifamily

	  	Yes

	  	  	  
	14

	  	JPMCB

	  	COFE
                                         Town Center, LLC

	  	Springing

	  	0

	  	Springing

	  	17,504

	  	Springing

	  	0

	  	0

	  	 No

	  	Mixed
                                      Use

	  	No

	  	  	  
	15

	  	RCMC

	  	Carson
                                         Hotel, LLC

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	30,368

	  	8,056

	  	Springing

	  	0

	  	 Yes

	  	Hotel

	  	Yes

	  	  	  
	16

	  	JPMCB

	  	Hertz
                                         Richmond Holdings, LLC

	  	6,900

	  	0

	  	53,000

	  	24,900

	  	Springing

	  	0

	  	0

	  	 Yes

	  	Office

	  	No

	  	  	  
	16.01

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Office

	  	  	  	  	  
	16.02

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Office

	  	  	  	  	  
	16.03

	  	JPMCB

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Office

	  	  	  	  	  
	17

	  	Barclays

	  	Seaside
                                         North, LLC

	  	901

	  	0

	  	5,366

	  	8,142

	  	9,474

	  	0

	  	0

	  	 Yes

	  	Retail

	  	Yes

	  	  	  
	18

	  	RAIT

	  	CH
                                         Bedford Hotel Partners, LLC

	  	2%
                                         of Gross Revenues

	  	0

	  	0

	  	21,682

	  	5,020

	  	0

	  	5

	  	 No

	  	Hotel

	  	Yes

	  	  	  
	19

	  	Barclays

	  	SSSP
                                         Preakness, LLC, SSSP Woodstock, LLC, SSSP Altamonte Springs, LLC, SSSP Augusta, LLC,
                                         SSSP Marietta, LLC, SSSP Shepherd Drive Decatur, LLC, SSSP Valrico, LLC

	3,545

	 	0

	 	0

	 	26,099

	 	6,677

	 	0

	 	5
                                      (Once per year)

	 	 No

	 	Self
                                      Storage

	 	Yes

	 	  	  
	19.01

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	19.02

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	19.03

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	19.04

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	19.05

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	19.06

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	19.07

	  	Barclays

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 

	  	Self
                                      Storage

	  	  	  	  	  
	20

	  	SMF
                                      II

	  	Miami
                                         Gardens Drive, LLC

	  	4,040

	  	0

	  	6,271

	  	24,497

	  	14,051

	  	0

	  	0

	  	 No

	  	Mixed
                                      Use

	  	Yes

	  	  	  
	21

	  	JPMCB

	  	Argo
                                         80 SW 8th St LLC

	  	9,900

	  	0

	  	0

	  	26,322

	  	Springing

	  	Springing

	  	0

	  	 Yes

	  	Multifamily

	  	No

	  	  	  
	22

	  	JPMCB

	  	Ashley
                                         Bridgeway, LLC

	  	Springing

	  	0

	  	Springing

	  	Springing

	  	Springing

	  	Springing

	  	0

	  	 No

	  	Industrial

	  	No

	  	  	  
	23

	  	JPMCB

	  	PMD
                                         I, LLC

	  	3%
                                         of Gross Revenues

	  	0

	  	0

	  	13,275

	  	Springing

	  	59,864

	  	0

	  	 Yes

	  	Hotel

	  	No

	  	  	  
	24

	  	JPMCB

	  	The
                                         Heights LLC

	  	0

	  	0

	  	0

	  	Springing

	  	Springing

	  	0

	  	5

	  	 No

	  	Retail

	  	No

	  	  	  
	25

	  	RCMC

	  	The
                                         Garden District - Auburn, Ltd.

	  	6,400

	  	0

	  	0

	  	12,065

	  	3,551

	  	0

	  	0

	  	 No

	  	Multifamily

	  	Yes

	  	  	  
	26

	  	Barclays

	  	El
                                         Paseo Collection, A California Limited Partnership, El Paseo Collection II, LP

	Springing

	 	0

	 	0

	 	6,646

	 	Springing	 	0

	 	0

	 	 No

	 	Retail

	 	Yes

	 	  	  
	27

	  	JPMCB

	  	Vision
                                         Cobb Place LLC

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	7,148

	  	Springing

	  	Springing

	  	0

	  	 No

	  	Hotel

	  	Yes

	  	  	  
	28

	  	SMF
                                      II

	  	NMR
                                         Charleston, LLC

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	12,197

	  	4,624

	  	Springing

	  	0

	  	 No

	  	Hotel

	  	Yes

	  	  	  
	29

	  	JPMCB

	  	Hertz
                                         Worcester Chestnut Place, LLC

	  	5,239

	  	0

	  	Springing

	  	25,900

	  	Springing

	  	3,119

	  	0

	  	 Yes

	  	Office

	  	No

	  	  	  
	30

	  	RCMC

	  	San
                                         Bruno Partners, LLC

	  	868

	  	0

	  	0

	  	7,037

	  	827

	  	0

	  	0

	  	 No

	  	Self
                                      Storage

	  	Yes

	  	  	  
	31

	  	SMF
                                      II

	  	Winston
                                         Jacksonville Fund Owner, LLC

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	7,508

	  	Springing

	  	Springing

	  	0

	  	 No

	  	Hotel

	  	Yes

	  	  	  
	32

	  	RCMC

	  	ASHH,
                                         LLC

	  	4,725

	  	0

	  	0

	  	10,434

	  	2,733

	  	0

	  	0

	  	 No

	  	Multifamily

	  	Yes

	  	  	  
	33

	  	RCMC

	  	Hexon
                                         Whitemarsh Self Storage IV LLC

	  	722

	  	0

	  	0

	  	5,790

	  	864

	  	0

	  	0

	  	 No

	  	Self
                                      Storage

	  	Yes

	  	  	  
	34

	  	RCMC

	  	The
                                         Weatherly Building, LLC

	  	1,055

	  	0

	  	17,611

	  	11,122

	  	1,344

	  	0

	  	0

	  	 Yes

	  	Office

	  	Yes

	  	  	  
	35

	  	SMF
                                      II

	  	Northsight,
                                         LLC

	  	1,687

	  	0

	  	16,666

	  	18,040

	  	1,403

	  	Springing

	  	0

	  	 No

	  	Retail

	  	Yes

	  	  	  
	36

	  	JPMCB

	  	Destin
                                         98, LLC

	  	2%
                                         of Gross Revenues

	  	0

	  	0

	  	4,388

	  	Springing

	  	Springing

	  	0

	  	 No

	  	Hotel

	  	No

	  	  	  
	37

	  	RCMC

	  	FAC
                                         NEBO Shopping Center, LLC

	  	1,657

	  	0

	  	6,215

	  	32,704

	  	1,237

	  	0

	  	0

	  	 Yes

	  	Retail

	  	Yes

	  	  	  
	38

	  	Barclays

	  	1800
                                         16th Street, LLC

	  	931

	  	0

	  	0

	  	760

	  	2,333

	  	0

	  	0

	  	 No

	  	Multifamily

	  	Yes

	  	  	  
	39

	  	Barclays

	  	Ocala
                                         Park Limited Partnership

	  	831

	  	0

	  	Springing

	  	6,067

	  	4,195

	  	0

	  	0

	  	 Yes

	  	Retail

	  	No

	  	  	  
	40

	  	RCMC

	  	Continental
                                         Windwood Centre, LLC

	  	1,317

	  	0

	  	7,898

	  	5,877

	  	833

	  	0

	  	0

	  	 No

	  	Office

	  	Yes

	  	  	  
	41

	  	RCMC

	  	2560
                                         Dixwell Medical, LLC

	  	501

	  	0

	  	626

	  	6,749

	  	1,282

	  	0

	  	0

	  	 No

	  	Office

	  	Yes

	  	  	  
	42

	  	Barclays

	  	Woodlands
                                         Medical Properties, LP

	  	499

	  	0

	  	3,741

	  	10,458

	  	2,331

	  	0

	  	0

	  	 Yes

	  	Office

	  	Yes

	  	  	  
	43

	  	JPMCB

	  	Midas
                                         Greenville, LLC

	  	2%
                                         of Gross Revenues

	  	0

	  	0

	  	8,887

	  	Springing

	  	Springing

	  	0

	  	 No

	  	Hotel

	  	No

	  	  	  
	44

	  	Barclays

	  	Lamberton
                                         Partners, LLC

	  	3,000

	  	0

	  	0

	  	9,134

	  	Springing

	  	0

	  	0

	  	 Yes

	  	Multifamily

	  	Yes

	  	  	  
	45

	  	JPMCB

	  	Jairaj
                                         Dupont, LLC

	  	4%
                                         of Gross Revenues

	  	0

	  	0

	  	9,460

	  	1,401

	  	Springing

	  	0

	  	 Yes

	  	Hotel

	  	Yes

	  	  	  
	46

	  	SMF
                                      II

	  	CP
                                         Lyons Station SC LLC

	  	357

	  	0

	  	1,785

	  	10,427

	  	869

	  	0

	  	0

	  	 No

	  	Retail

	  	Yes

	  	  	  
	47

	  	Barclays

	  	Cavalier
                                         Building, LLC

	  	1,392

	  	0

	  	4,698

	  	9,458

	  	2,391

	  	0

	  	0

	  	 Yes

	  	Office

	  	Yes

	  	  	  
	48

	  	SMF
                                      II

	  	Intervest-Plantation,
                                         LLC

	  	774

	  	0

	  	9,357

	  	13,047

	  	4,381

	  	0

	  	0

	  	 No

	  	Office

	  	Yes

	  	  	  
	49

	  	RCMC

	  	Washington
                                         Medical, LLC

	  	586

	  	0

	  	733

	  	8,718

	  	1,272

	  	0

	  	0

	  	 No

	  	Office

	  	Yes

	  	  	  
	50

	  	JPMCB

	  	Creekside
                                         Square Realty I, LLC

	  	2,667

	  	0

	  	0

	  	11,250

	  	Springing

	  	0

	  	0

	  	 No

	  	Multifamily

	  	No

	  	  	  
	51

	  	RCMC

	  	Lake
                                         Davidson Village Patton Square SPE, LLC, Turner Family Investments Patton Square, SPE,
                                         LLC, Wooddall Holdings Patton Square SPE, LLC

	1,384

	 	0	 	3,064

	 	12,227

	 	1,241

	 	0

	 	0

	 	 No

	 	Retail

	 	  	 	  	  
	52

	  	RAIT

	  	14001
                                         Weston Parkway LLC

	  	1,315

	  	0

	  	4,144

	  	7,083

	  	717

	  	0

	  	5

	  	 Yes

	  	Industrial

	  	Yes

	  	  	  
	53

	  	Barclays

	  	Rockmead
                                         Medical Properties, LP

	  	467

	  	0

	  	2,337

	  	6,592

	  	968

	  	0

	  	0

	  	 Yes

	  	Office

	  	Yes

	  	  	  
	54

	  	Barclays

	  	Airport
                                         Austin Business Park Owner, LLC

	  	805

	  	0

	  	2,348

	  	6,417

	  	Springing

	  	0

	  	0

	  	 Yes

	  	Industrial

	  	Yes

	  	  	  
	55

	  	RAIT

	  	Yale
                                         Orangeburg, LLC

	  	1,438

	  	0

	  	4,167

	  	8,322

	  	1,836

	  	0

	  	5

	  	 No

	  	Retail

	  	Yes

	  	  	  
	56

	  	RAIT

	  	4575
                                         Altama, LLC

	  	0

	  	0

	  	0

	  	Springing

	  	Springing

	  	0

	  	5

	  	 No

	  	Retail

	  	Yes

	  	  	  
	57

	  	Barclays

	  	2751
                                         Roosevelt Road, LLC

	  	467

	  	0

	  	3,111

	  	7,928

	  	693

	  	Springing

	  	0

	  	 Yes

	  	Mixed
                                      Use

	  	Yes

	  	  	  
	58

	  	RCMC

	  	Real
                                         Capital II, LLC

	  	355

	  	0

	  	7,211

	  	6,341

	  	349

	  	0

	  	0

	  	 No

	  	Mixed
                                      Use

	  	Yes

	  	  	  
	59

	  	Barclays

	  	Dakota
                                         Estates, LLC

	  	1,273

	  	0

	  	0

	  	1,449

	  	1,302

	  	0

	  	0

	  	 No

	  	Multifamily

	  	Yes

	  	  	  
	60

	  	RAIT

	  	Fair
                                         Oaks Parkway Associates, LLC

	  	0

	  	0

	  	0

	  	Springing

	  	239

	  	0

	  	5

	  	 No

	  	Retail

	  	Yes

	  	  	  
	61

	  	RCMC

	  	L’Abri
                                         Associates, LLC

	  	666

	  	0

	  	0

	  	3,597

	  	1,635

	  	0

	  	0

	  	 No

	  	Self
                                      Storage

	  	Yes

	  	  	  
	62

	  	RAIT

	  	Hutto
                                         Associates, LLC

	  	0

	  	0

	  	0

	  	Springing

	  	212

	  	0

	  	5

	  	 No

	  	Retail

	  	Yes

	  	  	  
	63

	  	Barclays

	  	Hill
                                         Trust Delaware LLC

	  	533

	  	0

	  	Springing

	  	3,150

	  	436

	  	0

	  	0

	  	 Yes

	  	Office

	  	Yes

	  	  	  





 





    	4



    	 



    




 


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-C29


 


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-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2015-C29






 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, on behalf of the holders of JPMBB Commercial Mortgage Securities
Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29 (the “Certificates”) in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” (an “Institutional Accredited Investor”)



 





 



 


* Purchaser must include one
of the following two certifications.


 



    	Exhibit C-1



    	 



    

 





			within
                                         the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
                                         of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners come within such paragraphs and has such knowledge and experience
                                         in financial and business matters as to be capable of evaluating the merits and risks
                                         of its investment in the Certificates, and the Purchaser and any accounts for which it
                                         is acting are each able to bear the economic risk of the Purchaser’s or such account’s
                                         investment. The Purchaser is acquiring the Certificates purchased by it for its own account
                                         or for one or more accounts, each of which is an Institutional Accredited Investor, as
                                         to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby
                                         undertakes to reimburse the Trust Fund for any costs incurred by it in connection with
                                         this transfer.




 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29 Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29 (the “Certificates”) issued pursuant to the Pooling
                                         and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of June 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
                                         as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator, Wilmington Trust, National
                                         Association, as Trustee, and Pentalpha Surveillance LLC, as 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 any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person
having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed
under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such
Person. The terms “United States,” “State” and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor provisions.


 


4.            The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.            The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.            No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 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, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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-C29
	 	 	 	 
	 	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-C29, Commercial
    Mortgage Pass-Through Certificates, Series 2015-C29




 





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-C29, Commercial Mortgage Pass-Through Certificates, Series
2015-C29, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in
this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of June 1, 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as 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-C29


 


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-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2015-C29



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMBB Commercial
Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, Class [E][F][NR] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as 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 or 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


 


[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-C29


  


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMBB Commercial Mortgage
Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, Class R Certificates (the “Class
R Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as 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 Certificate,
the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such Plan or using the assets of a Plan to purchase such Class R Certificate.


 






    	Exhibit F-2-1



    	 



    

  


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.



	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit F-2-2



    	 



    




 


EXHIBIT
G


 


FORM
OF 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-C29, Commercial Mortgage Pass-Through
Certificates, Series 2015-C29” (the “Assignee”), having an office at 1100 North Market Street, Wilmington,
Delaware 19890, Attn: Trust Administration – JP-C29, 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-C29


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as 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-1


 


FORM
OF INVESTOR CERTIFICATION


 


[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-C29


 





		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29, Class Certificates






 


In
accordance with the Pooling and Servicing Agreement, dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Senior Trust Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.
The undersigned is a Certificateholder, the Directing Certificateholder (to the extent such person is not 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.        In
the case that the undersigned is a Certificateholder, the Directing Certificateholder (to the extent such person is not a Certificateholder),
a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received a copy of the Prospectus.


 


3.        The
undersigned is not a Mortgagor, a manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal,
partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of
any of the foregoing or a mezzanine lender who has commenced foreclosure proceedings.


 


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


 






    	Exhibit P-1-1



    	 



    

 


written
consent of the Trustee or the Certificate Administrator, 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
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. In the event that the undersigned can no longer truthfully certify to each clause within this certification,
and specifically to Paragraph 3 above, the undersigned shall immediately notify the Certificate Administrator that it is no longer
a “Privileged Person” under the Pooling and Servicing Agreement, and shall discontinue accessing the Certificate Administrator’s
Website, except with respect to information publicly available.


 


6.        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.


 


7.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 



    	Exhibit P-1-2



    	 



    






 


 


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-C29, Commercial
                                         Mortgage Pass Through Certificates, Series 2015-C29



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
June 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, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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.


 


 






    	Exhibit P-2-1



    	 



    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified. 


 






    	Exhibit P-2-2



    	 



    

 




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-C29, Commercial
                                         Mortgage Pass Through Certificates, Series 2015-C29






 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
June 1, 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, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as 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 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-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29


 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as 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


 


JPMorgan
Chase Bank, National Association

270 Park Avenue

New York, New York 10017-2070


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179


 


Fitch
Ratings Inc.

1 State Street Plaza

New York, New York 10004

Telecopy Number: (212) 480-4435


 


Morningstar
Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Email: cmbsratings@morningstar.com


  


Moody’s
Investors Service, Inc. 


7
World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C29 Asset Manager

Telecopy Number: (704) 715-0036


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

JPMBB 2015-C29

Telecopy Number:  (913) 253-9001


 






    	Exhibit Q-2



    	 



    

 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C29

Telecopy number: (302) 630-4140

Email: CMBSTrustee@wilmingtontrust.com


 


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-C29

Telecopy Number: (410) 715 2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.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-C28 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 June 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”), Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Pentalpha Surveillance LLC, as senior trust advisor (the “Senior
Trust Advisor”), and the Trustee 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.


 






    	Exhibit R-1-1



    	 



    

 


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.


 


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;



 






    	Exhibit R-1-2



    	 



    

 


		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; 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-13



    	 



    

 


			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


 






    	Exhibit R-14



    	 



    

 


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 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-C29 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-C29
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:


  


	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 


 






    	Exhibit R-1-5



    	 



    








 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


  


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	Notary
    Public
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 






    	Exhibit R-1-6



    	 



    

 




EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head 


JPMBB
2015-C29 


Telecopy
Number:  (913) 253-9001





	 






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 June 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”), Midland Loan Services,
a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Pentalpha Surveillance LLC, as senior trust advisor (the “Senior
Trust Advisor”), and the Trustee hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s
officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced
by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items (1) through (13) below with respect to the Mortgage
Loans and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the terms of the Agreement. Capitalized terms used herein and not otherwise
defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 






    	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 such 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 said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The
                                         full satisfaction/release of a Mortgage or full conveyance upon payment and discharge
                                         of all sums secured thereby, including, without limitation, cancellation of the related
                                         promissory note.



 


		7.	The
                                         assignment of any Mortgage and the related promissory note and other loan documents,
                                         in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced
                                         thereby.



 


		8.	The
                                         full assignment of a Mortgage upon payment and discharge of all sums secured thereby
                                         in conjunction with the refinancing thereof, including, without limitation, the assignment
                                         of the related promissory note and other loan documents.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;



 






    	Exhibit R-2-2



    	 



    

 


		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
                                         filing, prosecution and defense of claims, and the appearance on behalf of the Trustee,
                                         in bankruptcy cases affecting any Mortgage or the related promissory note; 



 


		f.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		g.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; 



 



		h.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
                                         and



 


		i.	the
                                         preparation and execution of such other documents and the performance of such other actions
                                         as may be necessary under the terms of the Mortgage or state law to expeditiously complete
                                         said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 






		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the Mortgaged
                                         Property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 






    	Exhibit R-2-3



    	 



    

 


		13.	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 or other security document in
                                         the related Mortgage File or the related Mortgaged Property and other related collateral;



 



		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; 



 



		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



 



		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited


 






    	Exhibit R-2-4



    	 



    

 


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 or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association (solely in its capacity as Trustee), then the Special Servicer shall promptly
forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust or the related promissory notes not
authorized by the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


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-C29, Commercial
Mortgage Pass-Through Certificates, Series 2015-C29, 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-C29



 






    	Exhibit R-2-5



    	 



    

 


	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:





  





	Address:	Wilmington Trust, National Association
	 	1100 North Market Street
	 	Wilmington, Delaware 19890


  


	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
	One
    City Centre	 

	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

        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

         

	JAGR
    Portfolio	 

	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


        



 






    	Exhibit S-1



    	 



    

 



	 	 

        -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

        Facsimile No.: (212) 504-6666

         

	Horizon
    Outlet Shoppes Portfolio	 

	NOTE
 A-1

         

        Wells
        Fargo Bank, National Association for the Holders of JPMBB Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass
        Through Certificates, Series 2015-C28

         

        NOTICE
        ADDRESS

         

        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-C28


        Telecopy
        Number: (410) 715-2380


        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com

        
	Marriott
    – Pittsburgh	 

	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

        


 






    	Exhibit S-2



    	 



    

 


	 	 

        -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

        Facsimile No.: (212) 504-6666

         




 






    	Exhibit S-3



    	 



    

 

EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOAN


 


[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-C29 Asset Manager

Telecopy Number: (704) 715-0036


 


VIA
FACSIMILE


 

		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29


 


Dear
[__________]:


 


Wells
Fargo Bank, National Association, is the master servicer (the “Non-Serviced Master Servicer”) for the Horizon
Outlet Shoppes Portfolio Whole Loan, as such term is defined under the Pooling and Servicing Agreement, dated June 1, 2015
(the “2015-C29 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 “Horizon Outlet Shoppes
Portfolio Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer,
Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), 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 Horizon Outlet Shoppes Portfolio Master Servicer all amounts payable to, and forward,
deliver or otherwise make available, as the case may be, to the Horizon Outlet Shoppes Portfolio 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 Horizon Outlet Shoppes Portfolio Mortgage Loan (as such term is defined in the 2015-C29 Pooling Agreement) under
the Horizon Outlet Shoppes Portfolio Intercreditor Agreement (as defined in the 2015-C29 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29

	 	 	 
	 	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



 


			Morningstar
                                         Credit Ratings, LLC

                                         220 Gibraltar Road, Suite 300

                                         Horsham, Pennsylvania 19044

                                         Attention: CMBS Surveillance

                                         Email: cmbsratings@morningstar.com



 


			Fitch Ratings
                                         Inc.

                                         1 State Street Plaza

                                         New York, New York 10004

                                         Telecopy Number: (212) 480-4435



 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of June 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, Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington
                                         Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
                                         Administrator, and Pentalpha Surveillance LLC, as Senior Trust Advisor.



 


		Date:	_________,
                                         20___



 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C29

                                         

                                         Mortgage Loan (the “Mortgage
                                         Loan”) identified by 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-C29

Senior Trust Advisor: Pentalpha Surveillance LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank,
National Association

Directing Certificateholder: BlackRock Realty Advisors, Inc.


 


		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 June 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-C29

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-C29 


Telecopy
Number: (410) 715-2380


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head 


JPMBB
2015-C29 


Telecopy
Number:  (913) 253-9001


 


Re:        
JPMBB Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29, Recommendation
of Replacement of Special Servicer


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of June 1, 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, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, and Pentalpha Surveillance LLC, as Senior Trust Advisor, on behalf of the holders of JPMBB Commercial
Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through Certificates, Series 2015-C29 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit W-1



    	 



    

 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.31
of the Pooling and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association,
in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in
accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be
removed as Special Servicer and that [________] be appointed its successor in such capacity.








	 	 	 
	 	Very truly yours,
	 	 
	 	[The 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-C29 Asset Manager

Telecopy Number: (704) 715-0036


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head 


JPMBB
2015-C29 


Telecopy
Number:  (913) 253-9001


 


Re:        
Access to Certain Information Regarding JPMBB Commercial Mortgage Securities Trust 2015-C29, Commercial Mortgage Pass-Through
Certificates, Series 2015-C29


 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington
Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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”)/Midland Loan Services, a Division of PNC Bank, National Association
(“Midland”)] understands that [____] (the “Company”) is requesting certain confidential
or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The
Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights the
Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the Permitted Purpose shall
not include the use or disclosure of the Confidential Information (as defined below) in any manner that violates any applicable
law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells
Fargo/Midland] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential


 






    	Exhibit X-1



    	 



    

 





[_____]
[__], 20[__]

Page 2







 


Information
(a) includes or may be based upon information provided to [Wells Fargo/Midland] by third parties, (b) may not have been
verified by [Wells Fargo/Midland], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/Midland],
the [“Master Servicer”/“Special Servicer”] (as defined in the Pooling and Servicing Agreement)
and their respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information,
or (z) [Wells Fargo/Midland]’(s) failure or inability to provide the Confidential Information to the Company for any
reason. Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes
of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from [Wells
Fargo/Midland]; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is not
prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells Fargo/Midland];
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general
partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/Midland]’(s) election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis
with [Wells Fargo/Midland]’(s) surveillance group, or (iii) direct on-line access (read-only capacity) to the information
available on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo/Midland]
may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Wells Fargo/Midland] determines (in its sole discretion) that such termination is necessary
for any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Wells Fargo/Midland] shall cease to provide the Company with Confidential
Information if [Wells Fargo/Midland] has actual knowledge that the Company or its Representatives are affiliates of any borrower
under the Mortgage Loan documents and [Wells Fargo/Midland]determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement.
The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall
survive the termination of the Company’s access to the Confidential Information. [Wells Fargo/Midland]’(s) remedies
hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The


 






    	Exhibit X-2



    	 



    

 





[_____]
[__], 20[__]

Page 3


 



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/Midland] intends at all times to
comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo/Midland]’(s) rights or obligations under the Pooling and Servicing Agreement. This
letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall
be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






    	Exhibit X-3



    	 



    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.





	 	 	 	 
	 	Very truly yours,
	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
    ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	CONFIRMED AND AGREED TO:	 	 
	 	 	 
	[COMPANY NAME]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 







 






    	Exhibit X-4



    	 



    

 





EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities
Corp., the depositor into the above-referenced Trust, certify that:


 


1.          
I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by
this report on Form 10-K, of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2015-C29 (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:


 


Wells
Fargo Bank, National Association, as Master Servicer and Certificate Administrator, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association,
as Custodian, Pentalpha Surveillance LLC, as Senior Trust Advisor, Wells Fargo Bank, National Association, as Master Servicer
and Certificate Administrator of the Horizon Outlet Shoppes Portfolio Mortgage Loan, Torchlight Loan Services, LLC, as Special
Servicer of the Horizon Outlet Shoppes Portfolio Mortgage Loan, Wilmington Trust, National


 






    	Exhibit Y-1



    	 



    

 


Association,
as Trustee of the Horizon Outlet Shoppes Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Custodian of the
Horizon Outlet Shoppes Portfolio Mortgage Loan and Pentalpha Surveillance LLC, as Senior Trust Advisor of the Horizon Outlet Shoppes
Portfolio 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-C29, Commercial Mortgage Pass Through Certificates, Series 2015-C29, issued pursuant
to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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-C29, Commercial Mortgage Pass Through Certificates, Series 2015-C29, issued pursuant
to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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-C29, Commercial Mortgage Pass Through Certificates, Series 2015-C29, issued pursuant
to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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


 






    	Exhibit Z-3-1



    	 



    

 


the
Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.          
I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling 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-32



    	 



    




 


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-C29, Commercial Mortgage Pass Through Certificates, Series 2015-C29, issued pursuant
to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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-42



    	 



    






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-C29, Commercial Mortgage Pass Through Certificates, Series 2015-C29, issued pursuant
to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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


 






    	Exhibit Z-5-1



    	 



    

 


the
period covered by the Form 10-K is included in the Senior Trust Advisor Periodic Information;


 


4.          
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the 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-C29, Commercial Mortgage Pass Through Certificates, Series 2015-C29, issued pursuant
to the Pooling and Servicing Agreement dated as of June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, 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-62



    	 



    

 





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-C29 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

    
	·   
      Certificate Administrator
	Item
                                         6: Significant Obligors of Pool Assets:

         

        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply: 
	·   
                                           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: Significant Enhancement Provider Information:

         

        ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	·   
      Depositor
	 

                                                                                Item
                                         8:  Other Information, but only to the extent of any information that meets
                                         all the following conditions:  (a) such information  
	·   
                                           Certificate Administrator, Trustee, Master Servicer and/or Special Servicer,
                                         in each case to the extent that such party is the 


    



 






    	Exhibit BB-3



    	 



    

 


	Item
    on Form 10-D	Party
    Responsible
	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”.	       “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
                                         9: 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: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	·   
                                           Certificate Administrator

         

        ·   
          Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
        and Servicing Agreement 




 






    	Exhibit BB-4



    	 



    

 


	Item
    on Form 10-D	Party
    Responsible
	 	 

            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
                                         9: 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
                                         9: 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
                                         9: 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



 






    	Exhibit BB-5



    	 



    

 


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         9: 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
                                         9: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	·    
     Not Applicable.
	Item
                                         9: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	·   
      Not Applicable.
	Item
    9:  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 9.


 






    	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-C29 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-C29
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-C29—SEC REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of June 1, 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, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, 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


 






		1.	NorthMarq
                                         Capital, LLC



		2.	Bernard
                                         Financial Corporation



		3.	Grandbridge
                                         Real Estate Capital, LLC



		4.	GEMSA
                                         Loan Services, L.P.



		5.	Holliday
                                         Fenoglio Fowler, L.P.



		6.	NRC
                                         Group, Inc.



		7.	Magna
                                         Bank





 





 






    	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-C29,

Commercial Mortgage Pass-Through Certificates

Series 2015-C29 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate
Administrator] [Wilmington Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to
J.P. Morgan Chase Commercial Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



	 	 	 
	Date:	 	 
	 	 
	[WELLS FARGO BANK, NATIONAL
    ASSOCIATION,	 
	as master servicer]	 
	[MIDLAND LOAN SERVICES, A
    DIVISION OF PNC	 
	BANK, NATIONAL ASSOCIATION,
    as special servicer]	 
	[WELLS FARGO BANK, NATIONAL
    ASSOCIATION,	 
	as certificate administrator]	 
	[WILMINGTON TRUST, NATIONAL
    ASSOCIATION,	 
	as trustee]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 



    	Exhibit HH-1



    	 



    

 




EXHIBIT
ii


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required
to be issued), if applicable.


 






    	Exhibit II-1



    	 



    

 


 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 


	 	[Name of Reporting
    Servicer]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit II-2



    	 



    

 


EXHIBIT
JJ 


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: 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-C29, 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-C29	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outside the Trust	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outside the Trust	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 	 	 $	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	JPMBB 2015-C29	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outside the Trust	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outside the Trust	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 	 	 $	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	JPMBB 2015-C29	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outside the Trust	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outside the Trust	 	 	 	 	 	 $	 	 	 	 	 	 	$	 	 	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 	 	 $	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Exhibit KK-1



    	 



    

 


EXHIBIT
LL


 


Form
of Notice of Exchangeable Certificates

for the Class EC 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-C29 


Ref:
JPMBB 2015-C29 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 June 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, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator,
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
EC Certificates specified on Schedule I attached hereto] and all of our right, title and interest in and to such [Exchangeable
Certificates][Class EC Certificates], including all payments of interest thereon received after [_____________], in exchange for
the [Class EC 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 EC Certificates] designated
for exchange shall be cancelled and replaced by the [Class EC 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 EC 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 JPMBB 2015-C29—SEC REPORT PROCESSING 


E-Mail:
cts.sec.notifications@wellsfargo.com 


 


RE:   **Additional
Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of June 1, 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, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, 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-C29 Asset Manager

Telecopy Number: (704) 715-0036 


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head


JPMBB
2015-C29 


Telecopy
Number:  (913) 253-9001 


 


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-C29 Commercial Mortgage Pass-Through Certificates, Series 2015-C29 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
June 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as 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 “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates,


 



    	Exhibit NN-1



    	 



    

 


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



    	 



    

 


EXHIBIT
OO


 


[RESERVED]


 



    	Exhibit OO-1



    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt 


 


		1.	One
                                         City Centre





		2.	JAGR
                                         Portfolio





		3.	Horizon
                                         Outlet Shoppes Portfolio





		4.	Marriott
                                         - Pittsburgh



 






    	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