Exhibit 4.1


 


 


EXECUTION VERSION


 


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

as Depositor


 


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

as Master Servicer


 


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

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Senior Trust Advisor


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


August 1, 2015


 


JPMBB Commercial Mortgage Securities Trust
2015-C31

Commercial Mortgage Pass-Through Certificates


 


Series 2015-C31


 






    	 



    	 



    

 


TABLE OF CONTENTS


 


Page


 




	Article I 

DEFINITIONS
	 
	Section 1.01   Defined Terms	6
	Section 1.02   Certain Calculations	110
	Article II 

CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01   Conveyance of Mortgage Loans and the BWP Trust Subordinate Companion Loan	112
	Section 2.02   Acceptance by Trustee	118
	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	123
	Section 2.04   Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests	130
	Section 2.05   Creation of the Grantor Trust	131
	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, the BWP Trust Subordinate Companion Loan and REO Properties	131
	Section 3.02   Collection of Mortgage Loan Payments	140
	Section 3.03   Collection of Taxes, Assessments and Similar Items; Servicing Accounts	144
	Section 3.04   The Certificate Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Class EC Distribution Account and the BWP REMIC Distribution Account	148
	Section 3.05   Permitted Withdrawals from the Certificate Account, the Distribution Accounts and the Companion Distribution Account	155



 






    	-i-



    	 



    




 




	Section 3.06   Investment of Funds in the Certificate Account and the REO Account	166
	Section 3.07   Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	168
	Section 3.08   Enforcement of Due-on-Sale Clauses; Assumption Agreements	173
	Section 3.09   Realization Upon Defaulted Mortgage Loans, Companion Loans and the BWP Trust Subordinate Companion Loan	179
	Section 3.10   Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	183
	Section 3.11   Servicing Compensation	185
	Section 3.12   Inspections; Collection of Financial Statements	190
	Section 3.13   [Reserved.]	195
	Section 3.14   [Reserved.]	195
	Section 3.15   Access to Certain Information	195
	Section 3.16   Title to REO Property; REO Account	207
	Section 3.17   Management of REO Property	209
	Section 3.18   Sale of Defaulted Mortgage Loans and REO Properties	211
	Section 3.19   Additional Obligations of Master Servicer and Special Servicer	218
	Section 3.20   Modifications, Waivers, Amendments and Consents	221
	Section 3.21   Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	230
	Section 3.22   Sub-Servicing Agreements	236
	Section 3.23   Representations, Warranties and Covenants of the Master Servicer	239
	Section 3.24   Representations, Warranties and Covenants of the Special Servicer	241
	Section 3.25   Interest Reserve Account	242
	Section 3.26   [Reserved.]	243
	Section 3.27   Directing Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer	243
	Section 3.28   Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	243
	Section 3.29   Intercreditor Agreements	248
	Section 3.30   Rating Agency Confirmation	250
	Section 3.31   The Senior Trust Advisor	252
	Section 3.32   Companion Paying Agent	259
	Section 3.33   Companion Register	260
	Section 3.34   Certain Matters Relating to the Non-Serviced Mortgage Loan	260
	Section 3.35   BWP Trust Subordinate Companion Loan	261
	Section 3.36   Subordinate Loan-Specific Directing Certificateholder	263
	Section 3.37   Delivery of Excluded Information to the Certificate Administrator	264
	Article IV

                                                                                 

                                                                                distributions TO CERTIFICATEHOLDERS

	Section 4.01   Distributions	264
	Section 4.02   Statements to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney	276



 






    	-ii-



    	 



    

 


	Section 4.03   P&I Advances	282
	Section 4.04   Allocation of Collateral Support Deficit	284
	Section 4.05   Appraisal Reductions	286
	Section 4.06   Certificate Deferred Interest	289
	Section 4.07   Grantor Trust Reporting	291
	Section 4.08   Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	292
	Article V

                                                                                 

                                                                                THE CERTIFICATES

	Section 5.01   The Certificates	295
	Section 5.02   Form and Registration	296
	Section 5.03   Registration of Transfer and Exchange of Certificates	298
	Section 5.04   Mutilated, Destroyed, Lost or Stolen Certificates	305
	Section 5.05   Persons Deemed Owners	306
	Section 5.06   Access to List of Certificateholders’ Names and Addresses; Special Notices	306
	Section 5.07   Maintenance of Office or Agency	307
	Section 5.08   Appointment of Certificate Administrator	307
	Section 5.09   Exchangeable Certificates and the Class EC Certificates	308
	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	309
	Section 6.02   Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer	309
	Section 6.03   Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others	311
	Section 6.04   Depositor, Master Servicer and Special Servicer Not to Resign	315
	Section 6.05   Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	316
	Section 6.06   The Master Servicer and the Special Servicer as Certificate Owner	316
	Section 6.07   The Directing Certificateholder	317
	Article VII

                                                                                 

                                                                                SERVICER TERMINATION EVENTS

	Section 7.01   Servicer Termination Events; Master Servicer and Special Servicer Termination	322



 






    	-iii-



    	 



    

 


	Section 7.02   Trustee to Act; Appointment of Successor	329
	Section 7.03   Notification to Certificateholders	331
	Section 7.04   Waiver of Servicer Termination Events	332
	Section 7.05   Trustee as Maker of Advances	332
	Article VIII

                                                                                 

                                                                                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01   Duties of the Trustee and the Certificate Administrator	333
	Section 8.02   Certain Matters Affecting the Trustee and the Certificate Administrator	334
	Section 8.03   Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or BWP Trust Subordinate Companion Loan	336
	Section 8.04   Trustee or Certificate Administrator May Own Certificates	336
	Section 8.05   Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	337
	Section 8.06   Eligibility Requirements for Trustee and Certificate Administrator	338
	Section 8.07   Resignation and Removal of the Trustee and Certificate Administrator	339
	Section 8.08   Successor Trustee or Certificate Administrator	341
	Section 8.09   Merger or Consolidation of Trustee or Certificate Administrator	342
	Section 8.10   Appointment of Co-Trustee or Separate Trustee	342
	Section 8.11   Appointment of Custodians	343
	Section 8.12   Representations and Warranties of the Trustee	344
	Section 8.13   Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	345
	Section 8.14   Representations and Warranties of the Certificate Administrator	345
	Section 8.15   Compliance with the Patriot Act	347
	Article IX

                                                                                 

                                                                                TERMINATION

	Section 9.01   Termination upon Repurchase or Liquidation of All Mortgage Loans	347
	Section 9.02   Additional Termination Requirements	352
	Article X

                                                                                 

                                                                                ADDITIONAL REMIC PROVISIONS

	Section 10.01   REMIC Administration	353
	Section 10.02   Use of Agents	357
	Section 10.03   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	357
	Section 10.04   Appointment of REMIC Administrators	357



 






    	-iv-



    	 



    

 


	Article XI

                                                                                 

                                                                                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01   Intent of the Parties; Reasonableness	358
	Section 11.02   Succession; Subcontractors	359
	Section 11.03   Filing Obligations	361
	Section 11.04   Form 10-D Filings	362
	Section 11.05   Form 10-K Filings	365
	Section 11.06   Sarbanes-Oxley Certification	368
	Section 11.07   Form 8-K Filings	369
	Section 11.08   Form 15 Filing	371
	Section 11.09   Annual Compliance Statements	371
	Section 11.10   Annual Reports on Assessment of Compliance with Servicing Criteria	373
	Section 11.11   Annual Independent Public Accountants’ Attestation Report	375
	Section 11.12   Indemnification	376
	Section 11.13   Amendments	379
	Section 11.14   Regulation AB Notices	379
	Section 11.15   Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	379
	Section 11.16   Certain Matters Regarding Significant Obligors	384
	Section 11.17   Impact of Cure Period	385
	Article XII

                                                                                 

                                                                                MISCELLANEOUS PROVISIONS

	Section 12.01   Amendment	385
	Section 12.02   Recordation of Agreement; Counterparts	389
	Section 12.03   Limitation on Rights of Certificateholders	390
	Section 12.04   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	391
	Section 12.05   Notices	392
	Section 12.06   Severability of Provisions	397
	Section 12.07   Grant of a Security Interest	397
	Section 12.08   Successors and Assigns; Third Party Beneficiaries	398
	Section 12.09   Article and Section Headings	398
	Section 12.10   Notices to the Rating Agencies	398


 


    	-v-



    	 



    

 


EXHIBITS


 



		Exhibit A-1	Form of Class A-1 Certificate





		Exhibit A-2	Form of Class A-2 Certificate





		Exhibit A-3	Form of Class A-3 Certificate





		Exhibit A-4	Form of Class A-SB Certificate





		Exhibit A-5	Form of Class X-A Certificate





		Exhibit A-6	Form of Class X-B Certificate





		Exhibit A-7	Form of Class X-C Certificate





		Exhibit A-8	Form of Class X-D Certificate





		Exhibit A-9	Form of Class A-S Certificate






		Exhibit A-10	Form of Class B Certificate





		Exhibit A-11	Form of Class C Certificate





		Exhibit A-12	Form of Class D Certificate





		Exhibit A-13	Form of Class E Certificate





		Exhibit A-14	Form of Class F Certificate





		Exhibit A-15	Form of Class EC Certificate





		Exhibit A-16	Form of Class NR Certificate





		Exhibit A-17	Form of Class R Certificate





		Exhibit A-18	Form of Class Z Certificate





		Exhibit A-19	Form of Class BWP Certificate





		Exhibit B	Mortgage Loan Schedule





		Exhibit C	Form of Investment Representation Letter





		Exhibit D-1	Form of Transferee Affidavit





		Exhibit D-2	Form of Transferor Letter





		Exhibit E	Form of Request for Release





		Exhibit F-1	Form of ERISA Representation Letter regarding ERISA
Restricted Certificates





		Exhibit F-2	Form of ERISA Representation Letter regarding Class
R Certificates and Class Z Certificates





		Exhibit G	Form of Statement to Certificateholders





		Exhibit H	Form of Omnibus Assignment





		Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period





		Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate after Restricted Period





		Exhibit K	Form of Transfer Certificate for Temporary Regulation
S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period





		Exhibit L	Form of Transfer Certificate for Temporary Regulation
S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period





		Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate
to Temporary Regulation S Book-Entry Certificate





		Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate
to Regulation S Book-Entry Certificate





		Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate
to Rule 144A Book-Entry Certificate



 






    	-vi-



    	 



    

 




		Exhibit P-1A	Form of Investor Certification for Non-Borrower
Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)





		Exhibit P-1B	Form of Investor Certification for Non-Borrower
Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)





		Exhibit P-1C	Form of Investor Certification for Borrower Party
(for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)





		Exhibit P-1D	Form of Investor Certification for Borrower Party
(for the Directing Certificateholder and/or a Controlling Class Certificateholder)





		Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder





		Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder
to Certificate Administrator





		Exhibit P-1G	Form of Certification of the Directing Certificateholder





		Exhibit P-2	Form of Certification for NRSROs





		Exhibit P-3	Online Market Data Provider Certification





		Exhibit Q	Custodian Certification/Exception Report





		Exhibit R-1	Form of Power of Attorney – Master Servicer





		Exhibit R-2	Form of Power of Attorney – Special Servicer





		Exhibit S	Initial Companion Holders and Initial Class BWP Directing
Certificateholder





		Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage
Loan





		Exhibit U	Form of Notice and Certification Regarding Defeasance
of Mortgage Loan





		Exhibit V	Form of Senior Trust Advisor Annual Report





		Exhibit W	Form of Notice from Senior Trust Advisor Recommending
Replacement of Special Servicer





		Exhibit X	Form of Confidentiality Agreement





		Exhibit Y	Form Certification to be Provided with Form 10-K





		Exhibit Z-1	Form of Certification to be Provided to Depositor
by Certificate Administrator





		Exhibit Z-2	Form of Certification to be Provided to Depositor
by Master Servicer





		Exhibit Z-3	Form of Certification to be Provided to Depositor
by Special Servicer





		Exhibit Z-4	Form of Certification to be Provided to Depositor
by Trustee





		Exhibit Z-5	Form of Certification to be Provided to Depositor
by Senior Trust Advisor





		Exhibit Z-6	Form of Certification to be Provided to Depositor
by Custodian





		Exhibit AA	Servicing Criteria to be Addressed in Assessment
of Compliance





		Exhibit BB	Additional Form 10-D Disclosure





		Exhibit CC	Additional Form 10-K Disclosure





		Exhibit DD	Form 8-K Disclosure Information





		Exhibit EE	Additional Disclosure Notification





		Exhibit FF	Initial Sub-Servicers





		Exhibit GG	Servicing Function Participants





		Exhibit HH	Form of Annual Compliance Statement





		Exhibit II	Form of Report on Assessment of Compliance with
Servicing Criteria





		Exhibit JJ	CREFC® Payment Information





		Exhibit KK	Form of Notice of Additional Indebtedness Notification



 






    	-vii-



    	 



    

 




		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]





		Exhibit PP	Form of Transferee Notice pursuant to Section 3.36(c)



 






    	-viii-



    	 



    

  


SCHEDULES


 


		Schedule 1	Mortgage Loans With Additional Debt





		Schedule 2	Class A-SB Planned Principal Balance Schedule





		Schedule 3	Mortgage Loans With “Performance”, “Earn-out”
or “Holdback” Escrows or Reserves



  




    	-ix-



    	 



    

 


This Pooling and Servicing
Agreement is dated and effective as of August 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and 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 and a separate trust companion loan interest in one commercial mortgage loan. As provided herein,
the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust Fund
(exclusive of the Excess Interest, the proceeds thereof in the Excess Interest Distribution Account, any Exchangeable Certificates
that have been exchanged for the Class EC Certificates and the proceeds thereof in the Class EC Distribution Account) for federal
income tax purposes as three separate real estate mortgage investment conduits (the “Upper-Tier REMIC”, the
“Lower-Tier REMIC” and the “BWP Trust Subordinate Companion Loan REMIC”, and each a “Trust
REMIC” as described herein).


 


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


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers in an offering exempt from the registration requirements
of the federal securities laws.


 



    	 



    	 



    







 


BWP TRUST SUBORDINATE COMPANION LOAN REMIC


 


The BWP Trust Subordinate
Companion Loan REMIC will hold the BWP Trust Subordinate Companion Loan and the proceeds of such BWP Trust Subordinate Companion
Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure and will
issue the Class BWP Certificates as the “regular interests” in the BWP Trust Subordinate Companion Loan REMIC and an
uncertificated Class BWP-R Interest represented by the Class R Certificates, as the sole class of residual interests in the BWP
Trust Subordinate Companion Loan REMIC. Any Class BWP Available Distribution Amount remaining in the BWP REMIC Distribution Account
after all required distributions under this Agreement have been made to the Class BWP Certificates will be deemed distributed to
the Class BWP-R Interest and shall be payable to the Holders of the Class R Certificates.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC will
hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3, Class 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	)	 	$	59,309,000	 
	Class LA2	 	 	(1	)	 	$	48,541,000	 
	Class LA3	 	 	(1	)	 	$	515,534,000	 
	Class LASB	 	 	(1	)	 	$	95,737,000	 
	Class LAS	 	 	(1	)	 	$	53,934,000	 
	Class LB	 	 	(1	)	 	$	84,753,000	 
	Class LC	 	 	(1	)	 	$	47,513,000	 
	Class LD	 	 	(1	)	 	$	42,377,000	 
	Class LE	 	 	(1	)	 	$	26,967,000	 
	Class LF	 	 	(1	)	 	$	16,694,000	 
	Class LNR	 	 	(1	)	 	$	35,956,082	 
	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 



 



    	-2-



    	 



    




 


Lower-Tier
Distribution Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.


 


UPPER-TIER REMIC


 


The Upper-Tier REMIC will
hold the Uncertificated Lower-Tier Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class X-B,
Class X-C, Class X-D, 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:


 


	Class Designation	 	 	Initial Pass-Through 

Rate


	 	Original
 Certificate
 Balance or
 Notional Amount 



	Class A-1 Certificates	 	 	1.6658% 	 	$	59,309,000	 
	Class A-2 Certificates	 	 	3.0079% 	 	$	48,541,000	 
	Class A-3 Certificates	 	 	3.8014% 	 	$	515,534,000	 
	Class A-SB Certificates	 	 	3.5395% 	 	$	95,737,000	 
	Class X-A Certificates	 	 	1.196189%(1)	 	$	773,055,000	(2)
	Class X-B Certificates	 	 	0.0000%(1)(3)	 	$	84,753,000	(2)
	Class X-C Certificates	 	 	0.0000%(1)(3)	 	$	47,513,000	(2)
	Class X-D Certificates	 	 	0.500000%(1)	 	$	42,377,000	(2)
	Class A-S Certificates	 	 	4.1058% 	 	$	53,934,000	 
	Class B Certificates	 	 	4.772724% 	 	$	84,753,000	 
	Class C Certificates	 	 	4.772724% 	 	$	47,513,000	 
	Class D Certificates	 	 	4.272724% 	 	$	42,377,000	 
	Class E Certificates	 	 	4.772724% 	 	$	26,967,000	 
	Class F Certificates	 	 	4.772724% 	 	$	16,694,000	 
	Class NR Certificates	 	 	4.772724% 	 	$	35,956,082	 
	Class BWP Certificates(4)	 	 	10.9780% 	 	$	4,990,079	 
	Class R Certificates	 	 	None(5)	 	 	N/A	 
	Class Z Certificates(6)	 	 	None(5)	 	 	N/A	 
		 	 		 	 	 		 



 


 






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



 






    	-3-



    	 



    

 


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



 


		(3)	Neither
                                         the Class X-B Certificates nor the Class X-C Certificates will 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-B Certificates or the Class X-C Certificates, as
                                         applicable, for federal income tax purposes.



 


		(4)	The
                                         Class BWP Certificates are issued by the BWP Trust Subordinate Companion Loan REMIC.



 


		(5)	Neither
                                         the Class R nor the Class Z Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any
                                         Available Distribution Amount remaining in the Upper-Tier REMIC Distribution Account,
                                         after all required distributions under this Agreement have been made to each Class of
                                         Regular Certificates will be deemed distributed to the Class UR Interest and shall be
                                         payable to the Holders of the Class R Certificates.



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,027,315,082. The principal balance of the BWP Trust Subordinate Companion
Loan as of the Cut-off Date was approximately $4,990,080.


 


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 4.579545%.


 


The Civic Opera Building
Pari Passu Companion Loan, The Roosevelt New Orleans Waldorf Astoria Pari Passu Companion Loans, the Sunbelt Portfolio Pari Passu
Companion Loan and the Brunswick Portfolio Pari Passu Companion Loans (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 Civic Opera Building
Whole Loan consists of the Civic Opera Building Mortgage Loan and the Civic Opera Building Pari Passu Companion Loan. The Civic
Opera Building Mortgage Loan and the Civic Opera Building Pari Passu Companion Loan are pari passu with each other. The
Civic Opera Building Mortgage Loan is part of the Trust Fund. The Civic Opera Building Pari Passu Companion Loan is not part of
the Trust Fund. The Civic Opera Building Mortgage Loan and the Civic Opera Building Pari Passu Companion Loan will 


 






    	-4-



    	 



    

 


be serviced
and administered in accordance with this Agreement and the Civic Opera Building Intercreditor Agreement.


 


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


 


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


 


The Brunswick Portfolio
Whole Loan consists of the Brunswick Portfolio Mortgage Loan and the Brunswick Portfolio Pari Passu Companion Loans. The Brunswick
Portfolio Mortgage Loan and the Brunswick Portfolio Pari Passu Companion Loans are pari passu with each other. The Brunswick
Portfolio Mortgage Loan is part of the Trust Fund. The Brunswick Portfolio Pari Passu Companion Loans are not part of the Trust
Fund. The Brunswick Portfolio Mortgage Loan and the Brunswick Portfolio Pari Passu Companion Loans will be serviced and administered
in accordance with the JPMBB Commercial Mortgage Securities Trust 2015-C30 Pooling and Servicing Agreement and the Brunswick Portfolio
Intercreditor Agreement.


 


The Bridgewater Place
Whole Loan consists of the Bridgewater Place Mortgage Loan and the BWP Trust Subordinate Companion Loan. The BWP Trust Subordinate
Companion Loan is subordinate to the Bridgewater Place Mortgage Loan, is part of the Trust Fund and will be evidenced by the Class
BWP Certificates. The Bridgewater Place Mortgage Loan and the BWP Trust Subordinate Companion Loan will be serviced and administered
in accordance with this Agreement and the Bridgewater Place Intercreditor Agreement.


 


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


 



    	-5-



    	 



    




 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


“17g-5 Information
Provider”: The Certificate Administrator.


 


“17g-5 Information
Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located
within the Certificate Administrator’s Website (www.ctslink.com), under the “NRSRO” tab on the page relating
to this transaction.


 


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


 


“AB Control Appraisal
Period”: With respect to (i) any AB Whole Loan, the period during which the holder of any AB Subordinate Companion Loan
is the AB Whole Loan Controlling Holder and (ii) the Bridgewater Place Whole Loan, the Bridgewater Place Control Appraisal Period.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, there is no AB Intercreditor Agreement related to the
Trust.


 


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


 






    	-6-



    	 



    

 


“AB Whole Loan”:
A Whole Loan, which consists of such Mortgage Loan, Pari Passu Companion Loans (if any) and the related AB Subordinate Companion
Loan. For the 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), Serviced Whole Loan or Trust
AB 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 (or other than with respect to any Excluded Loan), with the consent of the
Directing Certificateholder (and after a Control Event has occurred, but prior to the occurrence of a Consultation Termination
Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in
Section 6.07 hereof)) (or, with respect to the Trust AB Whole Loan, and prior to the occurrence and continuance of any related
AB Control Appraisal Period, with the consent of the related Subordinate Loan-Specific Directing Certificateholder to the extent
required under the related Intercreditor Agreement) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB
Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related
Intercreditor Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards
are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around
the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided,
however, that the Directing Certificateholder (or, with respect to the Trust AB Whole Loan, and prior to any related AB
Control Appraisal Period, with the consent of the related Subordinate Loan-Specific Directing Certificateholder to the extent required
under the related Intercreditor Agreement) (or, with respect to a Serviced AB Whole Loan, the related AB Whole Loan Controlling
Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have
more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided,
further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the Directing Certificateholder, the related Subordinate Loan-Specific 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.


 






    	-7-



    	 



    

 


“Acceptance Notice”:
As defined in Section 3.35(g).


 


“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 the 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 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 and the BWP Trust Subordinate Companion Loan, to the extent indicated as such in the Mortgage
Loan Schedule.


 






    	-8-



    	 



    

 


“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 or BWP Trust Subordinate Companion
Loan, as applicable, 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
or BWP Trust Subordinate Companion Loan, as applicable, and in the same manner as interest is calculated on such Mortgage Loan
or BWP Trust Subordinate Companion Loan, as applicable.


 


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


 


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


 


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


 


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


 


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


 






    	-9-



    	 



    

 


“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable Laws”:
As defined in Section 8.15.


 


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


 


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


 


“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, Serviced
Whole Loan, BWP Trust Subordinate Companion Loan or Trust AB Whole Loan as to which any Appraisal Reduction Event has occurred,
will be an amount, calculated by the Special Servicer ((i) prior to the occurrence of a Consultation Termination Event and (ii)
other than with respect to any Excluded Loan, in consultation with the Directing Certificateholder, and, after the occurrence and
during the continuance of a Control Event, in consultation with the Senior Trust Advisor), as of the first Determination Date that
is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal or conducts a valuation
described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan, the Stated Principal Balance of
the applicable Serviced Whole Loan or the Stated Principal Balance of the Trust AB 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), Serviced Whole Loan or Trust AB 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), Serviced Whole Loan or Trust AB Whole Loan, as the case may be, with an outstanding principal balance
less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make
(without implying any obligation to do so) based upon its review of


 






    	-10-



    	 



    

 


the Appraisal and any other information it deems relevant and
(B) all escrows, letters of credit and reserves in respect of such Mortgage Loan, Serviced Whole Loan or Trust AB 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,
Serviced Whole Loan or Trust AB Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with
respect to the Trust AB Whole Loan or any AB Whole Loan, any accrued and unpaid interest on the related BWP Trust Subordinate Companion
Loan or Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances
on the related Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage
Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such
Mortgage Loan, Serviced Whole Loan or Trust AB 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, Serviced Whole Loan or Trust AB 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, Serviced Whole Loan or Trust AB 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.


 






    	-11-



    	 



    

 


With respect to any Appraisal
Reduction calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a)
hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause
(b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction related to a Mortgage Loan or BWP Trust Subordinate Companion Loan, as
the case may be, or the related REO Property will be reduced to zero as of the date on which such Mortgage Loan or BWP Trust Subordinate
Companion Loan, as the case may be, 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 Pari Passu
Companion Loan, Serviced Whole Loan, BWP Trust Subordinate Companion Loan and Trust AB 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, Companion Loan or BWP Trust Subordinate Companion Loan,
as applicable, (ii) the date on which a reduction in the amount of Monthly Payments on such Mortgage Loan, Companion Loan or BWP
Trust Subordinate Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan, Companion
Loan or BWP Trust Subordinate Companion Loan, as applicable, (other than an extension of the Maturity Date), becomes effective
as a result of a modification of such Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan, as applicable,
except where a refinancing is anticipated within one hundred-twenty (120) days after the Maturity Date of the Mortgage Loan, Companion
Loan or BWP Trust Subordinate Companion Loan, as applicable, in which case one hundred-twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan, Companion Loan or BWP Trust Subordinate 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 Regular Certificates (other than the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates)
have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, the related
Subordinate Loan-Specific Directing Certificateholder (in the case of a Trust AB Whole Loan) 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


 






    	-12-



    	 



    

 


of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assignment of
Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed
by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing
or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assignment of
Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form,
which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record
the sale of the 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 or BWP Trust Subordinate Companion Loan, as the case
may be, 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 or BWP Trust Subordinate Companion Loan), an amount equal
to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage Loan, BWP Trust Subordinate
Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan, as the
case may be, in connection with a default or bankruptcy (or similar proceeding), and (b) interest on


 






    	-13-



    	 



    

 


the Stated Principal Balance
of such Mortgage Loan, BWP Trust Subordinate Companion Loan or REO Loan (excluding, for purposes of determining P&I Advances,
the portion allocable to any related Companion Loan or BWP Trust Subordinate 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 the Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Non-Serviced Pooling Agreement and/or the related Non-Serviced Intercreditor Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the
Master Servicer pursuant to Section 3.19(a)) on deposit in the Certificate Account (in each case, exclusive of any amount
on deposit in or credited to any portion of the Certificate Account that is held for the benefit of the Companion Holders or the
holders of the Class BWP Certificates), the Distribution Accounts (other than the BWP REMIC Distribution Account) 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 or the holders of the Class BWP Certificates, 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;


 






    	-14-



    	 



    

 


(iv)         with
respect to the Interest Reserve Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each
February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final
Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the
Due Date in the month preceding the month in which such Distribution Date occurs at the related Net Mortgage Rate to the extent
such amounts are Withheld Amounts;


 


(v)          all
Excess Interest allocable to the Mortgage Loans;


 


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


 


(vii)        all
amounts deposited in the Certificate Account, the Lower-Tier REMIC Distribution Account and, without duplication, the REO Account
in error; and


 


(viii)       any
Penalty Charges allocable to the Mortgage Loans;


 


(b)         if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable
to the Mortgage Loans to the Certificate Account for such Distribution Date pursuant to Section 3.16(c);


 


(c)         the
aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans and the Distribution Date (net of the related Certificate Administrator Fee with respect to the Mortgage Loans for which
such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and


 


(d)         for
the Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the
Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.25(b).


 


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


 


“Balloon Mortgage
Loan”: Any Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion
Loan or BWP Trust Subordinate 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).


 






    	-15-



    	 



    

 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class A-1, Class A-2,
Class A-3, Class A-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 or Trust AB Whole Loan, the Mortgage Rate of such Serviced
Whole Loan or Trust AB Whole Loan, as applicable), 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, Serviced Whole Loan or Trust AB 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, Serviced Whole Loan or Trust AB Whole Loan, as applicable,
and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1). The Master
Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating the Base
Interest Fraction.


 


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


 


“Borrower Party”:
(i) A borrower, a Mortgagor, a manager of a Mortgaged Property or any Affiliate thereof or (ii) the holder of a mezzanine loan
that is secured by a pledge of the direct (or indirect) equity interests in the borrower(s) under a Mortgage Loan or Whole Loan,
which holder has commenced foreclosure or enforcement proceedings with respect to the pledge of such equity interests.


 


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


 


“Bridgewater
Place Whole Loan”: Collectively, the whole mortgage loan that is subject to the Bridgewater Place Intercreditor Agreement,
which is evidenced by the Bridgewater Place Mortgage Notes and secured by a single Mortgage on the Bridgewater Place Mortgaged
Property. References herein to the Bridgewater Place Whole Loan shall be construed to refer to the aggregate indebtedness under
the Bridgewater Place Mortgage Loan and the related BWP Trust Subordinate Companion Loan.


 


“Bridgewater
Place Control Appraisal Period”: The “Control Appraisal Period” identified in the Bridgewater Place Intercreditor
Agreement; provided, however, a Bridgewater Place Control Appraisal Period shall not be deemed to have occurred in
the event that the Subordinate Loan-Specific Directing Certificateholder exercises a “Threshold Event Cure” on behalf
of the “Controlling Noteholder” (each as defined therein) within thirty (30) days of a “Control Appraisal Period”
occurring thereunder.


 






    	-16-



    	 



    

 


“Bridgewater
Place Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of June 30, 2015, by and between
the holder of the BWP Trust Subordinate Companion Loan and the holder of the Bridgewater Place Mortgage Loan, relating to the relative
rights of such holders of the Bridgewater Place Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Bridgewater
Place Mortgage Loan”: With respect to the Bridgewater Place Whole Loan, the senior interest that is included in the Trust
(identified as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A, and is
senior in right of payment to the BWP Trust Subordinate Companion Loan to the extent set forth in the Bridgewater Place Intercreditor
Agreement.


 


“Bridgewater
Place Mortgage Notes”: Either of the promissory notes evidencing the Bridgewater Place Whole Loan made by the related
mortgagor and secured by the mortgage on the Bridgewater Place Mortgaged Property, as the context requires.


 


“Bridgewater
Place Mortgaged Property”: The Mortgaged Property that secures the Bridgewater Place Whole Loan.


 


“Brunswick Portfolio
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 28, 2015, by and between the holders of
the Brunswick Portfolio Pari Passu Companion Loans and the holder of the Brunswick Portfolio Mortgage Loan, relating to the relative
rights of such holders of the Brunswick Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 






    	-17-



    	 



    

 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in Charlotte, North Carolina, Oakland, California,
Overland Park, Kansas, Minneapolis, Minnesota, New York, New York, Pittsburgh, Pennsylvania, San Francisco, California, 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.


 


“BWP REMIC Distribution
Account”: With respect to the BWP Trust Subordinate Companion Loan, 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(h) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the holders of JPMBB Commercial Mortgage
Securities Trust 2015-C31, Commercial Mortgage Pass Through Certificates, BWP REMIC Distribution Account,” and which must
be an Eligible Account or a subaccount of an Eligible Account. The BWP REMIC Distribution Account shall not be an asset of Lower-Tier
REMIC or the Upper-Tier REMIC formed hereunder, but rather shall be an asset of the BWP Trust Subordinate Companion Loan REMIC.


 


“BWP Trust Subordinate
Companion Loan”: The subordinate interest in the Bridgewater Place Whole Loan made by the related mortgagor and secured
by the mortgage on the Bridgewater Place Mortgaged Property and designated as promissory note B, which is included in the Trust,
which is subordinate in right of payment to the Bridgewater Place Mortgage Loan to the extent set forth in the Bridgewater Place
Intercreditor Agreement, and which is evidenced by a separate Class of Certificates, the Class BWP Certificates.


 


“BWP Trust Subordinate
Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, the assets of which consist
of the BWP Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto,
the related portions of the REO Account, and the BWP REMIC Distribution Account.


 


“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-C31, 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 “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31, Certificate


 






    	-18-



    	 



    

 


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 0.00440%
per annum and the Stated Principal Balance of the related Mortgage Loan (including any Non-Serviced Mortgage Loan) (calculated
in the same manner as interest is calculated on the related Mortgage Loan), REO Loan (other than the portion of an REO Loan related
to any Companion Loan) or BWP Trust Subordinate Companion Loan (calculated in the same manner as interest is calculated on the
related BWP Trust Subordinate 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 or Class BWP Certificates, as applicable, (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 or Class BWP Certificates, as applicable, 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


 






    	-19-



    	 



    

 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register; 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


 






    	-20-



    	 



    

 


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 or as a Subordinate Loan-Specific
Directing Certificateholder. 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.


 


“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.


 


“Civic Opera
Building Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 28, 2015, by and between the
holder of the Civic Opera Building Pari Passu Companion Loan and the holder of the Civic Opera Building Mortgage Loan, relating
to the relative rights of such holders of the Civic Opera Building Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


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


 


“Civic Opera
Building Mortgaged Property”: The Mortgaged Property which secures the Civic Opera Building Whole Loan.


 






    	-21-



    	 



    

 


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


 


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


 


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


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-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 1.6658%.


 


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


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0079%.


 


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


 


“Class A-3 Pass
Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.8014%.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” 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 A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.1058%.


 






    	-22-



    	 



    

 


“Class A-SB Certificate”:
A Certificate designated as “Class A-SB” 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-SB Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5395%.


 


“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-10 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 Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“Class BWP Accrued
Certificate Interest”: With respect to each Distribution
Date and the Class BWP Certificates, an amount equal to interest for the related Interest Accrual Period at the Class BWP Pass-Through
Rate for such Distribution Date, accrued on the Certificate Balance outstanding immediately prior to such Distribution Date (provided
that for interest accrual purposes any distributions in reduction of the Certificate Balance or reductions in the Certificate Balance
as a result of allocations of Class BWP 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). Class BWP Accrued Certificate Interest shall
be calculated on the basis of the actual number of days in a month, assuming that each year has three hundred-sixty (360) days.


 


“Class BWP Accrued
Interest From Recoveries”: With respect to each Distribution Date and the Class BWP Certificates if such Certificates
had an increase in 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 principal collections allocable to the related BWP Trust Subordinate
Companion Loan, is an amount equal to interest at the Class BWP Pass-Through Rate of the Class BWP Certificates for the applicable
Interest Accrual Periods on the amount of such increase in its Certificate Balance accrued from the Distribution Date on which
the related Class BWP Collateral Support Deficit was allocated to the Class BWP Certificates as a result of the reimbursement of
Nonrecoverable Advances from the Trust to, but not including, the Distribution Date on which the Certificate Balance was so increased.


 


“Class BWP Available
Distribution Amount”: With respect to the Class BWP Certificates, the BWP Trust Subordinate Companion Loan and any Distribution
Date, the aggregate amount to the extent on deposit in the Certificate Account on such Distribution Date, of all cash received
on or in respect of the BWP Trust Subordinate Companion Loan (including Liquidation Proceeds and any Purchase Price proceeds received
as a result of a purchase of the related BWP Trust Subordinate Companion Loan pursuant to Section 3.18 ) and that was paid
to


 






    	-23-



    	 



    

 


the Trust as the holder of the related BWP Trust Subordinate Companion Loan in accordance with the terms of the related Intercreditor
Agreement and this Agreement or otherwise, in each case, as of the related Master Servicer Remittance Date, exclusive of (without
duplication):


 


(a)          all
Monthly Payments paid by the Mortgagors on the BWP Trust Subordinate Companion Loan collected but due on a Due Date subsequent
to the related Due Period, excluding interest relating to periods prior to, but due after, the Cut-off Date;


 


(b)          all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the BWP Trust Subordinate Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled
recoveries received with respect to the Trust AB Whole Loan allocable to the BWP Trust Subordinate Companion Loan in accordance
with the terms of the related Intercreditor Agreement subsequent to the related Determination Date;


 


(c)          all
amounts in the Certificate Account that are due or reimbursable to any person other than the Holders of the Class BWP Certificates;


 


(d)          all
Yield Maintenance Charges in respect of the BWP Trust Subordinate Companion Loan;


 


(e)          all
amounts deposited in the Certificate Account and, without duplication, the BWP REMIC Distribution Account in respect of the BWP
Trust Subordinate Companion Loan in error; and


 


(f)          any
Penalty Charges allocable to the BWP Trust Subordinate Companion Loan.


 


“Class BWP Certificate”:
A Certificate designated as “Class BWP” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing
a “regular interest” in the BWP Trust Subordinate Companion Loan REMIC for purposes of the REMIC provisions, which
relates solely to the BWP Trust Subordinate Companion Loan.


 


“Class BWP Certificate
Deferred Interest”: With respect to each Distribution Date, the amount of Mortgage Deferred Interest for the Trust AB
Whole Loan that is allocated in respect of the BWP Trust Subordinate Companion Loan.


 


“Class BWP Class
Unpaid Interest Shortfall”: As to any Distribution Date and the Class BWP Certificates, the excess, if any, of (a) the
sum of (i) the Class BWP Distributable Certificate Interest for the immediately preceding Distribution Date and (ii) any outstanding
Class BWP Class Unpaid Interest Shortfall on such preceding Distribution Date over (b) the aggregate amount in respect of interest
actually distributed to the Class BWP Certificates on such immediately preceding Distribution Date. The Class BWP Class Unpaid
Interest Shortfall as of the initial Distribution Date is zero. No interest shall accrue on Class BWP Class Unpaid Interest Shortfalls
for such Distribution Date.


 


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


 






    	-24-



    	 



    

 


“Class BWP Distributable
Certificate Interest”: With respect to any Distribution Date and the Class BWP Certificates, the Class BWP Accrued Certificate
Interest for such Distribution Date, reduced (to not less than zero) by (i) any Prepayment Interest Shortfalls resulting from any
principal prepayments made on the BWP Trust Subordinate Companion Loan during the related Due Period that are not covered by the
Master Servicer’s Compensating Interest Payment in respect of such BWP Trust Subordinate Companion Loan for the related Distribution
Date and (ii) and any Class BWP Certificate Deferred Interest for such Distribution Date.


 


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


 


“Class BWP Directing
Certificateholder”: The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the
Class BWP Certificates. The name and contact information for the initial Class BWP Directing Certificateholder is set forth on
Exhibit S hereto.


 


“Class BWP Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 10.9780%.


 


“Class BWP Principal
Distribution Amount”: With respect to the Class BWP Certificates and any Distribution Date, an amount equal to the sum
of (a) the Class BWP Principal Shortfall for such Distribution Date and (b) the amount of principal distributable on such Distribution
Date in respect of the BWP Trust Subordinate Companion Loan (i) in accordance with the related Intercreditor Agreement, or (ii)
as a result of the sale of the BWP Trust Subordinate Companion Loan in accordance with the terms hereof.


 


“Class BWP Principal
Shortfall”: With respect to any Distribution Date after the initial Distribution Date and the Class BWP Certificates,
the amount, if any, by which (a) the Class BWP Principal Distribution Amount for the preceding Distribution Date exceeds (b) the
aggregate amount actually distributed in respect of principal on the Class BWP Certificates for such preceding Distribution Date.
The Class BWP Principal Shortfall for the Class BWP Certificates for the initial Distribution Date will be zero.


 


“Class BWP-R
Interest”: The uncertificated residual interest in the BWP Trust Subordinate Companion Loan REMIC, represented by the
Class R Certificates.


 


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


 






    	-25-



    	 



    

 


“Class D Certificate”:
A Certificate designated as “Class D” 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 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 minus 0.500000%.


 


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


 


“Class 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-15 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 Wells Fargo Bank, National Association, as Trustee,
for the benefit of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, 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-14 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“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.


 






    	-26-



    	 



    

 


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


 


“Class LA3 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class 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 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 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 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


 






    	-27-



    	 



    

 


Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-17 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 and Class X-D Certificates or any of the Class X-A Certificates,
Class X-B Certificates, Class X-C Certificates or Class X-D Certificates, as the context may require.


 


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


 






    	-28-



    	 



    

 


“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-6 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 (determined without giving
effect to any exchange and conversion of any Class B Certificates for Class EC 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. For purposes of the REMIC Provisions, the Class X-B Certificates
shall not have a Pass-Through Rate and shall not be entitled to interest.


 


“Class X-C Certificate”:
A Certificate designated as “Class X-C” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing
a “regular interest” in the Lower-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 (determined without giving
effect to any exchange and conversion of any Class C Certificates for Class EC 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. For purposes of the REMIC Provisions, the Class X-C Certificates
shall not have a Pass-Through Rate and shall not be entitled to interest.


 


“Class X-D Certificate”:
A Certificate designated as “Class X-D” 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.


 






    	-29-



    	 



    

 


“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 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 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 Z Certificate”:
Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit
A-18 and designated as a Class Z Certificate, and evidencing an undivided beneficial interest in the portion of the Grantor
Trust that is described in Section 2.05.


 


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


 


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


 


“Closing Date”:
August 28, 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 “Midland Loan
Services, a Division of PNC Bank, National Association, as Companion Paying Agent for the benefit of the Companion Holders of the
Companion Loans, relating to the JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31.” 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 Holder”:
Each of the holders of record of any Companion Loan.


 


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


 






    	-30-



    	 



    

 


“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 (1) each Mortgage Loan (other than the Non-Serviced Mortgage Loan) and any related
Serviced Pari Passu Companion Loan, an amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans and any
related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Mortgage Loan or a Mortgage Loan, or any
related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable
Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing
Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for
which such Servicing Fees are being paid for such Due Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment
Interest Excesses received by the Master Servicer during such Due Period with respect to the Mortgage Loans (and, so long as a
Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan(s)) subject to such prepayment and (C)
to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Due Period received
by the Master Servicer during such Due Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan,
as applicable, subject to such prepayment and (2) the BWP Trust Subordinate Companion Loan, an amount equal to the lesser of: (i)
the amount of Prepayment Interest Shortfall incurred in connection with voluntary principal prepayments received in respect of
such BWP Trust Subordinate Companion Loan (so long as (x) it is not a Specially Serviced Mortgage Loan, or (y) the Special Servicer
did not allow a prepayment on a date other than the applicable Due Date) for the related Distribution Date, and (ii) the Servicing
Fee for such BWP Trust Subordinate Companion Loan for the related Distribution Date (calculated at 0.0025% per annum). In
no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing
the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (V) the Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage
Loan documents or if the Mortgage Loan is a Specially Serviced Mortgage Loan, (X) pursuant to applicable law or a court order or
otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the
Servicing Standard, (Y) at the request or with the consent of the Special Servicer or, so long as a Control Event has not occurred
and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder or (Z)
in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest
Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (1)(ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (1)(i) above
in connection with such Prohibited Prepayments.


 






    	-31-



    	 



    

 


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.


 


“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 office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust
business shall be principally


 






    	-32-



    	 



    

 


administered. At the date of this Agreement, the corporate trust office of the Trustee and Certificate
Administrator is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services – JPMBB
2015-C31, provided that, for certificate transfer purposes, it is located at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479-0113, Attention: JPMBB 2015-C31.


 


“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, Companion Loan or BWP
Trust Subordinate 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, Companion Loan or BWP
Trust Subordinate 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).


 


“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


 






    	-33-



    	 



    

 


information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


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


 


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


 


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


 


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


 


“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, REO Loan (other than the portion of an
REO Loan related to any Companion Loan) and the BWP Trust Subordinate 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, REO Loan or BWP Trust Subordinate Companion 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, REO Loan or BWP Trust
Subordinate Companion 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 BWP Trust Subordinate Companion
Loan REMIC, the Lower-Tier REMIC or Grantor Trust, as applicable.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and BWP Trust Subordinate Companion
Loan, a rate equal to 0.00050% per annum.


 






    	-34-



    	 



    

 


“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 or BWP Trust Subordinate Companion Loan, as applicable, 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 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.


 






    	-35-



    	 



    


 


“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 and the BWP Trust Subordinate
Companion Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally.


 


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


 


“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


 






    	-36-



    	 



    

 


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.


 


“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.


 









    	-37-



    	 



    




 


“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 Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the
affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such
Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related
Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel
that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC
Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and
cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears
from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust Fund
(while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from
the Trust Fund) and (v) (other than with respect to any Excluded Loan) unless a Control Event has occurred and is continuing, the
Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which
consent shall not be unreasonably withheld, conditioned or delayed.


  


“Custodial Exception
Report”: As defined in Section 2.02(b).






    	-38-



    	 



    

 


“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 and BWP Trust Subordinate Companion Loan, as applicable, the related Due Date of such Mortgage
Loan and BWP Trust Subordinate Companion Loan, as applicable in August 2015, or with respect to any Mortgage Loan that has its
first Due Date in September 2015, the date that would have otherwise been the related Due Date in August 2015.


 


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


 


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


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement
for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such
period to (ii) the aggregate amount of 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, Companion Loan or BWP Trust Subordinate Companion Loan, all interest accrued in respect of such
Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate 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


 






    	-39-



    	 



    

 


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, any
item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained
by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements
under Article XI of this Agreement that does not conform to the applicable reporting requirements under the Securities Act,
the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


“Deficient Valuation”:
With respect to any Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan (or BWP Trust Subordinate Companion 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, Serviced Whole Loan or Trust AB Whole Loan (or BWP Trust Subordinate Companion Loan) which valuation
results from a proceeding initiated under the Bankruptcy Code.


 


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


 


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


 


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


 


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


 






    	-40-



    	 



    




 


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


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th)
calendar day of that month is not a Business Day, then the Business Day immediately succeeding such eleventh (11th) calendar day).


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be KKR Real Estate Finance Holdings L.P. 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 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


 






    	-41-



    	 



    

 


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, BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan, the management
or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing
duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the
Special Servicer is expressly entitled pursuant to Section 3.11 of this Agreement.


 


“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.


 



    	-42-



    	 



    

 





“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 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, the BWP REMIC
Distribution Account, the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account (and in each case
any subaccount thereof), all of which may be subaccounts of a single Eligible Account.


 


“Distribution
Date”: The 4th Business Day following each Determination Date, beginning in September 2015. The initial Distribution
Date shall be September 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, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate 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,
Companion Loan or BWP Trust Subordinate Companion Loan, as applicable, had been


 






    	-43-



    	 



    

 


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, Companion
Loan or BWP Trust Subordinate Companion Loan, as applicable, had been scheduled to be first due.


 


“Due Period”:
With respect to any Distribution Date and any Mortgage Loan, Companion Loan or BWP Trust Subordinate Companion Loan, the period
commencing on the day immediately succeeding the Due Date for such Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan had a Due Date in such preceding month and ending
on and including the Due Date for such Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust
Subordinate 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.


 


“Election Notice”:
As defined in Section 3.35(g).


 


“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 DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Moody’s and KBRA) or such other rating confirmed in a Rating Agency Confirmation),
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have
a short-term rating of not less than “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent
rating (or higher) by at least two (2) NRSROs (which may include Moody’s and KBRA) or such other rating confirmed in a Rating
Agency Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured
debt rating shall be at least “A2” from Moody’s (if the deposits are to be held in the account for more than
thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Moody’s and KBRA) or such other rating confirmed in a Rating Agency Confirmation)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall


 






    	-44-



    	 



    

 


be at least “P-1”
from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and “R-1 (middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s
and KBRA) or such other rating confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with PNC Bank,
National Association so long as PNC Bank, National Association’s long term unsecured debt or deposit account rating shall
be at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days)
and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two
(2) NRSROs (which may include Moody’s and KBRA) or such other rating confirmed in a Rating Agency Confirmation) or PNC Bank,
National Association’s short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and “R-1 (middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s
and KBRA) or such other rating confirmed in a Rating Agency Confirmation); or (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.


 


“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 or BWP Trust Subordinate Companion Loan, any agreement between
the Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or BWP Trust Subordinate Companion Loan relating
to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems relating to the related
Mortgaged Property.


 



    	-45-



    	 



    

 





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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class Z Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 2013-08 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class BWP, Class E, Class F and Class NR Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


“Excess Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan documents. The Excess
Interest shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage
Pass-Through Certificates, Series 2015-C31, Class Z, Excess Interest Distribution Account”, and which must be an Eligible
Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit
of the Holders of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC,
but rather shall be an asset of the Grantor Trust.


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected 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 Companion Loan or BWP Trust Subordinate 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), Serviced Whole Loan or Trust AB
Whole Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver,


 






    	-46-



    	 



    

 


extension
or amendment of any of the terms of such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, over (ii) all
unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to
the extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation
Fees) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan, Serviced Whole Loan
or Trust AB Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed
from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor
or otherwise. With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and
earned by such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and
earned by such Person from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification
Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related Mortgage Loan, Serviced Whole Loan or
Trust AB Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after giving
effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan, Serviced Whole Loan or Trust AB
Whole Loan, as applicable.


 


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


 


“Exchange”:
As defined in Section 3.35(g).


 


“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:            28.96562835660580%	Class EC               100.00000000000000%
	Class B:               45.51718582169710%	 
	Class C:               25.51718582169710%	 


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Immediately
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, such


 






    	-47-



    	 



    

 


Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall
provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance with Section 12.05
of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which such notice shall provide each of the CTSLink User ID’s associated with
such Excluded Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement.


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder is a Borrower Party. As of the Closing Date, there are no Excluded Controlling Class
Loans related to the Trust.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which may include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Senior Trust Advisor reports to the Certificate Administrator regarding a Special Servicer’s net present value determination,
any Appraisal Reduction calculations delivered pursuant to Section 3.31(d) and Section 3.31(e), and any Officer’s
Certificates delivered by the Master Servicer or the Special Servicer supporting any determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special
Servicer, the Master Servicer or the Senior Trust Advisor, as applicable. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to
any Excluded Controlling Class Loan) shall not be considered “Excluded Information”. Each of the Master Servicer, the
Special Servicer, or the Senior Trust Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance
with Section 3.37 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any
information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall
be triggered solely by such information being delivered in the manner provided in Section 3.37 hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“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.


 



    	-48-



    	 



    

 





“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, holder of an AB
Subordinate Companion Loan or Subordinate Loan-Specific Directing Certificateholder, as applicable, in each case, which does not
include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Certificateholder,
holder of an AB Subordinate Companion Loan or Subordinate Loan-Specific Directing Certificateholder, as applicable, with respect
to such Specially Serviced Mortgage Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan,
prior to a Control Event or an AB Control Appraisal Period, as applicable, no Asset Status Report shall be considered to be a Final
Asset Status Report unless the Directing Certificateholder, holder of an AB Subordinate Companion Loan or Subordinate Loan-Specific
Directing Certificateholder, as applicable, has either finally approved of and consented to the actions proposed to be taken in
connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.21 in respect of
such workout or liquidation, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise
implemented by the Special Servicer in accordance with this Agreement.


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than any Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan or defaulted BWP Trust Subordinate
Companion Loan) or Corrected Mortgage Loan or REO Property (other than a Mortgage Loan, REO Property or BWP Trust Subordinate Companion
Loan, 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, any
related Subordinate Loan-Specific Directing Certificateholder or any mezzanine lender pursuant to Section 3.18 or (iii)
the Master Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant
to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue
and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard to
any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately
be recoverable. With respect to all Mortgage Loans other than any Excluded Loan, prior to the occurrence and continuance of any
Control Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination
by the Special Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove
any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be
deemed given.


 


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


 



    	-49-



    	 



    

 





“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) and, in the case of the Trust
AB Whole Loan, the BWP Trust Subordinate Companion 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 (and, in the case of the Trust AB
Whole Loan, the BWP Trust Subordinate Companion Loan) pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price
for such Mortgage Loan (and, in the case of the Trust AB Whole Loan, the BWP Trust Subordinate Companion 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities
Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Gain-on-Sale Reserve Account.” Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J
of the Code, consisting of (i) the uncertificated regular interests in the Upper-Tier REMIC represented by any Exchangeable Certificates
that have been exchanged and converted to the Class 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 and (ii) the Excess Interest and
amounts held from time to time in the Excess Interest Distribution Account, beneficial ownership of which is represented by the
Class Z Certificates, as further described in Section 2.05.


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When


 






    	-50-



    	 



    

 


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 Subordinate Loan-Specific Directing Certificateholder (insofar as the relevant matter involves the Trust AB 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 Subordinate Loan-Specific Directing Certificateholders (insofar as the relevant matter involves the Trust AB 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 Subordinate Loan-Specific Directing Certificateholders (insofar as the relevant matter involves the Trust AB 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 Subordinate Loan-Specific Directing Certificateholder,
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, the Subordinate Loan-Specific Directing Certificateholder
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, the Subordinate Loan-Specific
Directing Certificateholders or the Trust, delivered to the Trustee, any Companion Holder, the Subordinate Loan-Specific Directing
Certificateholder, 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


 






    	-51-



    	 



    

 


Advisor and the
Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master
Servicer, the Senior Trust Advisor or the Trust Fund, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial Notice”:
As defined in Section 3.28(b).


 


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


 


“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 (i) 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 (ii) in the case of the Trust AB Whole Loan, to the extent any portion of such proceeds
are received by the Master Servicer or Certificate Administrator in connection with such Trust AB Whole Loan and are allocable
to the related Mortgage Loan and BWP Trust Subordinate Companion Loan, as applicable, pursuant to the related Intercreditor Agreement)
and the REMIC Provisions.


 


“Insurance Policy”:
With respect to any Mortgage Loan or BWP Trust Subordinate Companion 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, BWP Trust Subordinate
Companion Loan or the related Mortgaged Property.


 



    	-52-



    	 



    




 


“Intercreditor
Agreement”: Each of the Bridgewater Place Intercreditor Agreement, the Civic Opera Building Intercreditor Agreement,
The Roosevelt New Orleans Waldorf Astoria Intercreditor Agreement, the Sunbelt Portfolio Intercreditor Agreement, the Brunswick
Portfolio 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.


 


“Interest Accrual
Period”: With respect to any Class of Regular Certificates, the Class BWP 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 (other than with respect to the Class BWP Certificates) calculated assuming that each month
has thirty (30) days and each year has three hundred-sixty (360) days. Interest on the Class BWP Certificates shall be calculated
on the basis of the actual number of days in a month, assuming that 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial
Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, 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 (other than the BWP Trust Subordinate Companion 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


 






    	-53-



    	 



    

 


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 Class BWP Certificates (but only with respect to the Trust AB 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 or BWP Trust Subordinate Companion Loan documents, any related property manager or any known Affiliate
of any such Person.


 


“Investment Account”:
As defined in Section 3.06(a).


 


“Investment Representation
Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a
Companion Holder or a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the
foregoing), (ii) that either (a) such Person is not a Borrower Party, in
which case such Person shall have access to all the reports and information made available to Certificateholders hereunder, or
(b) such Person is a Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class
Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders hereunder
other than any Excluded Information as set forth herein or (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate
Administrator, (iii) except in the case of a Companion Holder or its representative, that such Person has received a copy of the
final Prospectus Supplement and the Prospectus and (iv) such Person agrees to keep any information that such Person has had access
to on the Certificate Administrator’s Website confidential and will not violate any securities laws.


 


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


 


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


 


“JPMBB Commercial
Mortgage Securities Trust 2015-C30 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
July 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


 






    	-54-



    	 



    

 


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, as from time to time amended, supplemented or modified relating to the issuance of the JPMBB Commercial
Mortgage Securities Trust 2015-C30, Commercial Mortgage Pass-Through Certificates, Series 2015-C30.


 


“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, Trust AB Whole Loan, Companion Loan or BWP Trust Subordinate 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, Trust AB Whole Loan, Companion Loan or BWP Trust Subordinate 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, Trust AB Whole Loan, Companion Loan or BWP Trust Subordinate Companion Loan, as applicable (without regard to any acceleration
of amounts due under the predecessor Mortgage Loan, Whole Loan, Trust AB Whole Loan, Companion Loan or BWP Trust Subordinate 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. With respect
to the Trust AB 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 BWP Trust Subordinate Companion Loan, as applicable, pursuant to the terms of
the related Intercreditor Agreement.


 


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


 






    	-55-



    	 



    

 


Holder, Subordinate Loan-Specific Directing Certificateholder or any mezzanine
lender (as applicable) pursuant to Section 3.18 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage
Loan or BWP Trust Subordinate Companion Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder
in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan or BWP Trust Subordinate Companion
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 Companion Loan or BWP Trust Subordinate 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 following the date of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Mortgage Loan pursuant to the related Intercreditor Agreement, (d) with respect
to a Serviced Pari Passu Companion Loan, (x) a repurchase of such Serviced Pari Passu Companion Loan by the applicable Mortgage
Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other
Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such


 






    	-56-



    	 



    

 


repurchase occurs
prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Pari Passu Companion
Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of
the Other Securitization; or (e) if a Mortgage Loan (or BWP Trust Subordinate Companion Loan, if applicable) or Serviced Whole
Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event described in clause (i) or
(ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days
following the related Maturity Date as a result of such Mortgage Loan (or BWP Trust Subordinate Companion Loan, if applicable)
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 BWP Trust Subordinate Companion Loan, as applicable, or REO Property and received by the Special Servicer as
compensation within the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout
Fee or Liquidation Fee; provided, however, that no Liquidation Fee will be less than $25,000.


 


“Liquidation
Fee Rate”: A rate equal to 1.0% with respect to any Specially Serviced Mortgage Loan (and each related Serviced Companion
Loan or BWP Trust Subordinate 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 or defaulted BWP Trust Subordinate 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 or BWP
Trust Subordinate Companion 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 the related Subordinate Loan-Specific
Directing Certificateholder 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. With respect to the Trust AB Whole Loan, as used in this Agreement, Liquidation Proceeds shall be allocated
between the Trust Mortgage Loan and the BWP Trust Subordinate Companion Loan pursuant to the terms of the related Intercreditor
Agreement.


 






    	-57-



    	 



    




 


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


 


“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(d)).


 


“Lower-Tier REMIC”:
One of three separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive
of Excess Interest) and the BWP Trust Subordinate Companion Loan 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 or BWP Trust Subordinate 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 Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage
Pass-Through Certificates, Series 2015-C31, 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).


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association, and its successors
in interest and assigns, or any successor appointed as allowed herein.


 


“Master Servicer
Remittance Date”: The Business Day immediately preceding each Distribution Date.


 






    	-58-



    	 



    

 


 “Maturity
Date”: With respect to any Mortgage Loan, Whole Loan, Trust AB Whole Loan, Companion Loan or BWP Trust Subordinate 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, Trust AB Whole Loan, Companion Loan or BWP Trust Subordinate
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), Serviced Whole Loan or BWP Trust
Subordinate Companion 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 or BWP Trust Subordinate 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, the related Companion Loan or BWP Trust Subordinate Companion Loan, the scheduled monthly payment
of principal and/or interest (other than Excess Interest) on such Mortgage Loan, Companion Loan or BWP Trust Subordinate Companion
Loan, including any Balloon Payment, which is payable (as the terms of the applicable Mortgage Loan, Companion Loan or BWP Trust
Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan by reason of default thereunder and without regard
to any Excess Interest.


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, and its successors in interest. If neither Morningstar nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the 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.


 






    	-59-



    	 



    

 


“Mortgage”:
With respect to any Mortgage Loan, Companion Loan or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan as of any Due Date that has been
modified (or with respect to the BWP Trust Subordinate Companion Loan that has been effectively modified through the application
of the provisions of the related Intercreditor Agreement (including, without limitation, provisions requiring such BWP Trust Subordinate
Companion Loan to bear the economic effects of any modification of the related Mortgage Note)) 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 or BWP Trust Subordinate Companion 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 or Trust AB 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 or BWP Trust
Subordinate Companion Loan, as applicable. Any amounts of Mortgage Deferred Interest accrued in respect of the BWP Trust Subordinate
Companion Loan shall be allocated to the Class BWP Certificates.


 


“Mortgage File”:
With respect to each Mortgage Loan, Companion Loan or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion
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 Wells Fargo Bank, National Association, as
trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31” or in blank; provided that the requirements of this clause (i) will be satisfied
by delivery of a signed lost note affidavit and indemnity properly assigned or endorsed to the Trustee as described above, with
a copy of the Mortgage Note attached to it;


 


(ii)          the
original Mortgage (or a copy thereof certified from the applicable recording office) and originals (or copies thereof certified
from the applicable recording office) of any intervening assignments thereof showing a


 






    	-60-



    	 



    

 


complete chain of assignment from the originator
of the related Mortgage Loan or BWP Trust Subordinate Companion Loan 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
“Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31” 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 or BWP Trust Subordinate Companion 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 “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31” 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 or BWP Trust Subordinate Companion Loan to the applicable Mortgage Loan Seller;


 






    	-61-



    	 



    

 


(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
“Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31” 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 or BWP Trust Subordinate Companion Loan has been assumed;


 


(ix)          the
original lender’s title insurance policy issued on the date of the origination of the Mortgage Loan or BWP Trust Subordinate
Companion 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 or BWP Trust Subordinate Companion Loan;


 


(x)          the
original or copy of any guaranty of the obligations of the Mortgagor under the related Mortgage Loan or BWP Trust Subordinate Companion
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 or BWP Trust Subordinate Companion
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


 






    	-62-



    	 



    

 


or continuation statement, as the case may be, has not yet been returned from the
applicable filing or recording office), and to transfer such security interest to the Trustee;


 


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


 


(xiii)          with
respect to any Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan indicating the related Mortgage Loan documents or BWP
Trust


 






    	-63-



    	 



    

 


Subordinate Companion Loan documents, as applicable, 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 or BWP Trust Subordinate Companion Loan if not already
otherwise assigned;


 


(xxvi)          a
copy of any Intercreditor Agreement entered in connection with any Whole Loan, the Trust AB 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 Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate
assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder 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 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 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


 






    	-64-



    	 



    

 


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 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 or Trust AB Whole Loan, but does not include any related Companion Loan or BWP Trust Subordinate 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 and BWP Trust Subordinate
Companion Loan, if applicable.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans and the BWP Trust Subordinate Companion Loan 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 and BWP Trust Subordinate Companion 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;


 






    	-65-



    	 



    

 


(vi)          the
original principal balance;


 


(vii)         the
Cut-off Date Principal Balance;


 


(viii)        the
(a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;


 


(ix)          the
original and remaining amortization terms;


 


(x)           the
amount of the Monthly Payment due on the first Due Date following the Cut-off Date;


 


(xi)          the
applicable Servicing Fee Rate;


 


(xii)          whether
the Mortgage Loan or BWP Trust Subordinate Companion Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;


 


(xiii)          [Reserved];


 


(xiv)          whether
such Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan and the Mortgage Loan Seller;


 


(xvii)         whether
the related Mortgage Loan or BWP Trust Subordinate Companion Loan has a guarantor;


 


(xviii)        whether
the related Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan permits defeasance;


 


(xxiv)          the
interest accrual period;


 






    	-66-



    	 



    

 


(xxv)          Anticipated
Repayment Date, if applicable;


 


(xxvi)          the
Revised Rate of such Mortgage Loan or BWP Trust Subordinate Companion Loan, if any; and


 


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


 


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


 


“Mortgage Loan
Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association, or its successor in interest,
(ii) Barclays Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iii) 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 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, Companion Loan or BWP Trust Subordinate
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 BWP Trust 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 BWP Trust 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 BWP Trust Subordinate
Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage
of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related
Excess Rate.


 






    	-67-



    	 



    

 


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


 


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


 


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


 


“Net Investment
Earnings”: With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which
the aggregate of all interest and other income realized during such period on funds relating to the Trust Fund held in such account,
exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance
with Section 3.06.


 


“Net Investment
Loss”: With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of 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, any REO Loan (other than the portion of an REO Loan related to any Companion
Loan) or BWP Trust Subordinate Companion Loan as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan or BWP Trust Subordinate Companion Loan will be determined without regard to
any modification, waiver or amendment of the terms of the related Mortgage Loan or BWP Trust Subordinate Companion 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


 






    	-68-



    	 



    

 


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 or BWP Trust Subordinate Companion Loan had remained outstanding.


 


“Net Operating
Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will
be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed
and put forth by the CREFC®.


 


“New Lease”:
Any lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


 


“Non-Book Entry
Certificates”: As defined in Section 5.02(c).


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the reasonable judgment of the Master Servicer or the Trustee, as applicable, will not be ultimately recoverable, together
with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect
to any Specially Serviced Mortgage Loan and, prior to the occurrence of a Consultation Termination Event (other than with respect
to any Excluded Loan), in consultation with the Directing Certificateholder), make a determination in accordance with the Servicing
Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver
to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer) and with respect to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer, the Certificate Administrator, the
Trustee, the Senior Trust Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may be
conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, provided, however,
that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would
be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable
P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a
determination that only a


 






    	-69-



    	 



    

 


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, Companion Loan or BWP Trust Subordinate Companion
Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions
and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider
(among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master
Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as
Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances
which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, in light
of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source
of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable
Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans which, at the time of such consideration, the reimbursement of which is being deferred
or delayed by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement, in light
of the fact that proceeds on the related Mortgage Loan are a source of reimbursement not only for the P&I Advance under consideration,
but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any
time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with
the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely
in its capacity as Trustee), may obtain, promptly upon request, from the Special Servicer any reasonably required analysis, Appraisals
or market value estimates or other information in the Special Servicer’s possession for making a recoverability determination.
Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to


 






    	-70-



    	 



    

 


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 and only with respect to any Mortgage Loan other than an Excluded Loan),
the Senior Trust Advisor (but only in the case of the Special Servicer) and the Depositor (and, in the case of a Serviced Mortgage
Loan, any Other Servicer) or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor
and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income
and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the
related Mortgage Loan, or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s
or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be
entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable.
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan, REO Property or Trust AB Whole Loan 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, REO Property or Trust AB Whole Loan. 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, Whole Loan
or Trust AB 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,


 






    	-71-



    	 



    

 


 


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 and only with respect to any Mortgage Loan other than an
Excluded Loan), the Senior Trust Advisor (but only in the case of the Special Servicer) and the Depositor (and in the case of a
Serviced Mortgage Loan, any Other Servicer), or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the
Senior Trust Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided,
however, that the Special Servicer may, at its option and, prior to the occurrence of a Consultation Termination Event and
only with respect to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder, make
a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is
a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any
Other Servicer), the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of such determination. Any
such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer, the Special Servicer
and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer
or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the
right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status and
property inspections, and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan
or BWP Trust Subordinate Companion Loan, 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


 






    	-72-



    	 



    

 


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 BWP, Class X-C, Class X-D, Class E, Class
F, Class NR, Class R or Class Z Certificate.


 


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


 


“Non-Serviced
Companion Loan”: The Brunswick Portfolio Pari Passu Companion Loans.


 


“Non-Serviced
Depositor”: The “Depositor” under the 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 Brunswick Portfolio Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: The Brunswick Portfolio Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: The Brunswick Portfolio Mortgaged Property.


 


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


 


 






    	-73-



    	 



    

 


“Non-Serviced
Pooling Agreement”: With respect to the Brunswick Portfolio Whole Loan, the JPMBB Commercial Mortgage Securities Trust
2015-C30 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: The Brunswick Portfolio Whole Loan.


 


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


 


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


 


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


 


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


 






    	-74-



    	 



    

 


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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed
by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either
case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement, or that such
NRSRO has been engaged to rate any securities backed, in whole or in part, by a Serviced Pari Passu Companion Loan, or that such
NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act,
such NRSRO has access to the Depositor’s 17g-5 website and such NRSRO will keep such information confidential, except to
the extent such information has been made available to the general public.


 


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


 


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


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


 


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


 


“Opinion of Counsel”:
A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, the Special
Servicer or the Senior Trust Advisor, acceptable in form and delivered to the Trustee and the Certificate Administrator, except
that any opinion of counsel relating to (a) the qualification of 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 or Class BWP Certificates, as applicable, 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.


 






    	-75-



    	 



    

 


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


 


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


 


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


 


“Other Pooling
and Servicing Agreement”: Any pooling and servicing agreement that creates a trust fund whose assets include any Serviced
Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan or REO Loan (but not any related Companion Loan or BWP Trust Subordinate Companion Loan), any advance
made by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I Advance
Date”: The Business Day immediately prior to each Distribution Date.


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass Through Rate, the Class A-2 Pass Through Rate, the Class A-3 Pass Through Rate, the
Class A-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 or the
Class BWP Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty Charges”:
With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loan), Serviced Companion Loan or BWP Trust Subordinate
Companion Loan (or any successor REO Loan), any amounts actually collected thereon (or, in the case of a


 






    	-76-



    	 



    

 


Serviced Companion Loan
or BWP Trust Subordinate Companion Loan (or any successor REO Loan thereto) that is part of a Serviced Whole Loan or Trust AB Whole
Loan, as applicable, actually collected on such Serviced Whole Loan or Trust AB Whole Loan, as applicable, and allocated and paid
on such Serviced Companion Loan or BWP Trust Subordinate Companion Loan, as applicable (or any successor REO Loan) in accordance
with the related Intercreditor Agreement) that represent late payment charges or Default Interest, other than a Yield Maintenance
Charge or any Excess Interest.


 


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


 






    	-77-



    	 



    

 


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), (E) for maturities of less than three (3) months, a short-term
rating of “R-1 (high)” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s
and KBRA)), (F) for maturities greater than three (3) months, a long-term rating of “AAA” by DBRS (if then rated by
DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and KBRA)) and (G) the commercial paper or other short-
term debt obligations of such depository institution or trust company are rated in the highest rating categories of each Rating
Agency or such other rating as would not result in the downgrading, withdrawal or qualification of the then-current rating assigned
by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan
Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


 


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


 


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


 






    	-78-



    	 



    

 


however, that securities issued by any particular corporation will not be Permitted Investments
to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation
and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal
amount of all Permitted Investments in such accounts;


 


(v)          commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other entity
organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in one (1)
year or less from the date of acquisition thereof and which is rated in the highest rating category of each Rating Agency (in the
case of KBRA, if rated by KBRA; and in the case of DBRS, if then rated by DBRS and, if not so rated, by two other NRSROs (which
may be Moody’s and KBRA));


 


(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


 






    	-79-



    	 



    

 


predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such investment
that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed
spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument
shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived from obligations underlying
such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition
of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at
a price below the purchase price; and provided, further, however, that no amount beneficially owned by any
Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense,
to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with
any services performed by such party with respect to any Mortgage Loan, the BWP Trust Subordinate Companion 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).


 






    	-80-



    	 



    

 


“Prepayment Assumption”:
A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount,
if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided that it is assumed
that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


“Prepayment Interest
Excess”: For any Distribution Date and with respect to any Mortgage Loan, any Serviced Pari Passu Companion Loan
or BWP Trust Subordinate 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, Serviced Pari Passu Companion Loan
or BWP Trust Subordinate Companion Loan, as applicable, after the related Due Date and prior to the following Determination
Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related
Mortgagor (without regard to any prepayment premium or Yield Maintenance Charge actually collected), that would have accrued at
a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or BWP Trust Subordinate Companion
Loan, as applicable, 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, any Serviced Pari Passu Companion Loan or
BWP Trust Subordinate 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, Serviced Pari Passu Companion Loan or BWP Trust Subordinate Companion
Loan, as applicable, after the related Determination Date (or, with respect to each Mortgage Loan, Serviced Pari Passu Companion
Loan or BWP Trust Subordinate Companion Loan, as applicable, with a Due Date occurring after the related Determination Date, the
related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees and any Excess
Interest), to the extent not collected from the related Mortgagor (without regard to any prepayment premium or Yield Maintenance
Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage
Rate for such Mortgage Loan or BWP Trust Subordinate Companion Loan, as applicable 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 or BWP Trust Subordinate Companion Loan, as applicable, and ending
on such following Due Date. With respect to the Trust AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date
shall be allocated first to the BWP Trust Subordinate Companion Loan (and, correspondingly, the Class BWP Certificates)
and then to the Trust AB Mortgage Loan. Shortfalls allocable to the BWP Trust Subordinate Companion Loan as a result of Prepayment
Interest Shortfalls not covered by Compensating Interest Payments shall be allocated to the Class BWP Certificates.


 


“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.


 






    	-81-



    	 



    

 


“Primary Servicing
Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which
monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall
Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined
by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate”
no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may
be in effect from time to time.


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C, Class D, Class E,
Class F and Class NR Certificates.


 


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


 






    	-82-



    	 



    

 


distributed
in respect of principal on the Class A-1, Class A-2, Class A-3, 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 (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s consent or consultation
rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could
compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party and (iii) information subject to attorney-client privilege. Both the Master Servicer and the Special Servicer shall be entitled
to rely on any identification of materials as “attorney-client privileged” without liability for any such reliance
hereunder.


 


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the
Special Servicer, the Senior Trust Advisor, any affiliate of the Senior Trust Advisor designated by the Senior Trust Advisor, any
Companion Holder (or representative thereof) who provides an Investor Certification, any Person (including the Directing Certificateholder)
who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted
electronically via the Certificate Administrator’s Website; provided,
however, that in no event may a Borrower Party be entitled to receive (i) if such party is the Directing Certificateholder
or any Controlling Class Certificateholder, any Excluded Information, and (ii) if such party is not the Directing Certificateholder
or any Controlling Class Certificateholder, any information other than the Statement to Certificateholders. In determining whether
any Person is an Additional Servicer or an Affiliate of the Senior Trust Advisor, the Certificate Administrator may rely on direction
by the Master Servicer, the Special Servicer, each Mortgage Loan Seller or the Senior Trust Advisor, as the case may be.


 


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


 






    	-83-



    	 



    

 


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


 


“Prospectus”:
The Prospectus, dated May 29, 2015, as supplemented by the Prospectus Supplement.


 


“Prospectus Supplement”:
The Prospectus Supplement, dated August 14, 2015, relating to the offering of the Offered Certificates.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan or BWP Trust Subordinate Companion 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 BWP Trust Subordinate Companion Loan (or any related REO Loan (including
for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of
purchase; plus


 


(ii)          all
accrued and unpaid interest on such Mortgage Loan or BWP Trust Subordinate Companion Loan (or any related REO Loan (including for
such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage
Rate in effect from time to time (exclusive of Default Interest and Excess Interest) 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 or Class BWP Available Distribution Amount; plus


 


(iii)          all
related Servicing Advances that have not been reimbursed out of collections from such Mortgage Loan or BWP Trust Subordinate Companion
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 BWP Trust Subordinate Companion 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 BWP Trust Subordinate Companion 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,


 






    	-84-



    	 



    

 


including, without limitation, legal fees and expenses
and any expenses of the Trust Fund relating to such Mortgage Loan or BWP Trust Subordinate Companion Loan (or any related REO Loan);
plus


 


(v)          Liquidation
Fees, if any, payable with respect to such Mortgage Loan or BWP Trust Subordinate Companion 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 or Trust AB 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 or Trust AB Whole Loan, including, for
such purposes, the Mortgage Loan and the related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable. 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 or BWP
Trust Subordinate 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 or BWP Trust Subordinate Companion Loan, as applicable, in accordance with, and shall be equal
to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with
respect to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price” shall
not include any amounts payable in respect of any related Companion Loan.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, BWP Trust Subordinate Companion 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, at least “A-“
(or its equivalent) by one other nationally recognized insurance rating organization (which may include DBRS or KBRA) and (b) “A(low)”
by DBRS (or, if not rated by DBRS, at least an equivalent rating as that listed above by one other nationally recognized insurance
rating organization (which may include Moody’s or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions
insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c),
an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such
claims paying ability) rated 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


 






    	-85-



    	 



    

 


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
and (vii) is not a special servicer that has been cited by KBRA or DBRS as having servicing concerns as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Civic Opera Building Mortgage Loan, The Roosevelt
New Orleans Waldorf Astoria Mortgage Loan, the Sunbelt Portfolio Mortgage Loan, the Brunswick Portfolio Mortgage Loan or the BWP
Trust Subordinate Companion Loan, as applicable, for which no substitution will be permitted) replacing a deleted Mortgage Loan
that must, on the date of substitution: (i) have an outstanding principal balance, after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated
Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii)
have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as and grace period
no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example,
on the basis of a 360 day year consisting 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


 






    	-86-



    	 



    

 


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 any of the Trust REMICs established under this Agreement or the imposition of tax on any
of such Trust REMICs other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement,
as determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will
be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal
and interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan, then the amounts
described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii);
provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause
(v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate
(net of the Servicing Fee Rate, the Certificate Administrator Fee Rate and the Senior Trust Advisor Fee Rate) shall be lower than
the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of
any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage
Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute
Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


“RAC No-Response
Scenario”: As defined in Section 3.30(a).


 


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


 


“RAIT Financial
Trust Guaranty”: That certain letter agreement dated as of August 28, 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 August 2048.


 


“Rating Agency”:
Each of Moody’s, KBRA and DBRS or their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, and specific ratings of Moody’s, KBRA and DBRS herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 






    	-87-



    	 



    

 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


 


“Rating Agency
Inquiry”: As defined in Section 4.08(c).


 


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


 


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


 


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


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-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 and Class X-D Certificates.


 


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


 


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


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in,
or responsible for, the administration and servicing of the Mortgage Loans, BWP Trust Subordinate Companion Loan 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.


 






    	-88-



    	 



    

 


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


 


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


 


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


 


	
        Related Certificates

        
	 	
        Related Uncertificated

        Lower-Tier Interest

        

	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-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


 






    	-89-



    	 



    

 


to the extent not inconsistent with temporary or final
regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan or Holders of the Class
BWP Certificates, as applicable, for the benefit of the related Serviced Companion Noteholder or Trust AB Whole Loan, 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders
of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, 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 Trust AB Whole Loan, the related Companion Loan
or BWP Trust Subordinate 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 the 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,
Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate 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, Companion
Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan, if applicable, as of the date
of the related REO 


 






    	-90-



    	 



    

 


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 or Trust AB Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced
Pari Passu Companion Loan or BWP Trust Subordinate Companion Loan, as applicable, 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 or Trust AB 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 or
BWP Trust 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.


 






    	-91-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Retained Fee
Rate”: An amount equal to 0.0025% per annum with respect to each Mortgage Loan.


 


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


 


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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


“S&P”:
Standard & Poor’s Ratings Services, and its successors in interest. If neither S&P nor any successor remains in existence,
“S&P” shall be deemed to refer to such


 






    	-92-



    	 



    

 


other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Security Agreement”:
With respect to any Mortgage Loan or BWP Trust Subordinate Companion 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).


 






    	-93-



    	 



    

 


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


 


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


 


“Senior Trust
Advisor Fee”: With respect to each Mortgage Loan, REO Loan (other than the portion of an REO Loan related to any Serviced
Companion Loan) and BWP Trust Subordinate 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 Civic Opera Building Pari Passu Companion Loan, (b) The Roosevelt New Orleans Waldorf Astoria
Pari Passu Companion Loans, (c) the Sunbelt Portfolio 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 Civic Opera Building Pari Passu Companion Loan, (b) The Roosevelt New Orleans
Waldorf Astoria Pari Passu Companion Loans, (c) the Sunbelt Portfolio 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 Civic Opera Building Mortgage Loan, (b) The Roosevelt New Orleans Waldorf Astoria Mortgage Loan,
(c) the Sunbelt Portfolio


 






    	-94-



    	 



    

 


Mortgage Loan and (d) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari
Passu Companion Loan”: Each of (a) the Civic Opera Building Pari Passu Companion Loan, (b) The Roosevelt New Orleans
Waldorf Astoria Pari Passu Companion Loans and (c) the Sunbelt Portfolio Pari Passu Companion Loan.


 


“Serviced Pari
Passu Mortgage Loan”: Each of (a) the Civic Opera Building Mortgage Loan, (b) The Roosevelt New Orleans Waldorf Astoria
Mortgage Loan and (c) the Sunbelt Portfolio Mortgage Loan.


 


“Serviced Pari
Passu Whole Loan”: Each of (a) the Civic Opera Building Whole Loan, (b) The Roosevelt New Orleans Waldorf Astoria Whole
Loan and (c) the Sunbelt Portfolio 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 Civic Opera Building Whole Loan, (b) The Roosevelt New Orleans Waldorf Astoria Whole Loan, (c)
the Sunbelt Portfolio Whole Loan and (d) any Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement and (y) following contribution of such
Serviced Companion Loan to an Other Securitization, the Business Day following the determination date set forth in the related
Other Pooling and Servicing Agreement; provided, however, that no remittance is required to be made until one (1)
Business Day after receipt of the related Monthly Payment with respect to the related Serviced Whole Loan.


 


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


 


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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan or the Trust AB Mortgage Loan, the related Serviced Companion Loan or BWP Trust Subordinate Companion Loan, as applicable),
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,


 






    	-95-



    	 



    

 


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 or BWP Trust Subordinate Companion Loan under the
related Intercreditor Agreement or this Agreement.


 


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


 


“Servicing Fee”:
With respect to each Mortgage Loan (including the Non-Serviced Mortgage Loan), Serviced Companion Loan, BWP Trust Subordinate 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, BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion Loan or REO Loan in
the same manner in which interest is calculated in respect of such loans. With respect to the Civic Opera Building Pari Passu Companion
Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to The Roosevelt New
Orleans Waldorf Astoria Pari Passu Companion Loans, the “Servicing Fee Rate” shall be a per annum rate equal
to 0.0025%. With respect to the Sunbelt Portfolio Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per
annum rate equal to 0.0025%.


 


“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 BWP Trust Subordinate Companion
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


 






    	-96-



    	 



    

 


Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client
communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal
or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies
or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy
of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor,
which documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage
Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental
reports that were received by the applicable Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 


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


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans, Serviced Companion Loans or BWP Trust Subordinate Companion Loan,
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), related Companion Loan or BWP Trust
Subordinate Companion Loan, the occurrence of any of the following events:


 


(i)          with
respect to a Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion
Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan that is a Balloon Mortgage Loan, the Balloon


 






    	-97-



    	 



    

 


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
or BWP Trust Subordinate Companion Loan, as applicable, 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 or BWP Trust Subordinate Companion Loan, as applicable, 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, Trust AB 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, the related Subordinate Loan-Specific Directing Certificateholder or
the holders of related mezzanine debt, as applicable, cures such delinquency, subject to the terms and provisions of the related
Intercreditor Agreement); or


 


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


 


(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 or BWP Trust


 






    	-98-



    	 



    

 





Subordinate Companion Loan, as applicable), shall no longer be a Specially Serviced Mortgage Loan (and no Special
Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be
reimbursed to the Trust Fund by the Special Servicer); or


 


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


 


(vii)          the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 


(viii)          a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Event, with the consent
of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect the interests
of the Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) (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 or BWP Trust Subordinate Companion Loan, 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 or BWP Trust Subordinate Companion Loan documents, other than the failure to maintain terrorism
insurance if such failure constitutes an Acceptable Insurance Default (or if no grace period is specified for those defaults which
are capable of cure, sixty (60) days); or


 


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


 


(x)          the
Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder) determines
that (i) a default (other than as described in clause (iv) above) under a Mortgage Loan, related Companion Loan or BWP Trust
Subordinate 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 or BWP Trust Subordinate Companion Loan (if any)
or otherwise materially adversely


 






    	-99-



    	 



    

 


affect the interests of Certificateholders (including, with respect to the Trust AB Whole Loan,
the Holders of the Class BWP Certificates) (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 or BWP Trust Subordinate Companion Loan, as the case may be), and (iii) the default will continue unremedied for the applicable
cure period under the terms of the Mortgage Loan, related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable,
or, if no cure period is specified and the default is capable of being cured, for thirty (30) days (provided that such 30-day
grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under
the terms of the Mortgage Loan, related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable; provided
that any determination that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage Loan,
related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable, solely by reason of the failure (or imminent failure)
of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of
terrorism may only be made by the Special Servicer (and with respect to any Mortgage Loan other than an Excluded Loan, prior to
the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder);


 


provided that any Mortgage Loan (excluding
any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Mortgage Loan shall be a Specially Serviced
Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Mortgage Loan. If any Serviced Companion
Loan or BWP Trust Subordinate Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan or
related Trust AB Mortgage Loan, as applicable, shall also become a Specially Serviced Mortgage Loan. If any Serviced Mortgage Loan
or Trust AB Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Companion Loan or BWP Trust Subordinate
Companion Loan, as applicable, 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.


 


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


 






    	-100-



    	 



    

 


“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 E, Class F and Class NR Certificates; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, 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 Loan) and the Serviced Companion Loans or the
BWP Trust Subordinate Companion Loan (if any), 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), 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan, Companion Loan and the BWP Trust Subordinate Companion Loan (in each case, including any REO Loan), as applicable, 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 or BWP Trust Subordinate Companion 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) or BWP Trust Subordinate Companion Loan, plus
(y) any Mortgage Deferred Interest added to the principal balance of such Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan after the Cut-off Date
(or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the


 






    	-101-



    	 



    

 


related month of substitution), to the extent received
from the Mortgagor or advanced by the Master Servicer;


 


(ii)          all
Principal Prepayments received with respect to such Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP
Trust Subordinate Companion Loan and Liquidation Proceeds received with respect to such Mortgage Loan or BWP Trust Subordinate
Companion 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 or BWP Trust Subordinate Companion Loan resulting from a Deficient
Valuation or a modification of such Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan, as of any date of determination, an amount
equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan or BWP Trust Subordinate Companion 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
or BWP Trust Subordinate Companion Loan, as applicable), Liquidation Proceeds and REO Revenues received with respect to such REO
Loan.


 


A Mortgage Loan, BWP Trust
Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or BWP Trust Subordinate Companion 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 or Trust AB Whole Loan shall be
the sum of the Stated Principal Balances of the related Mortgage Loan


 






    	-102-



    	 



    

 


and the related Companion Loan or BWP Trust Subordinate Companion
Loan, as applicable, 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).


 


“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.


 


“Subordinate
Loan-Specific Directing Certificateholder”: With respect to the Class BWP Certificates and the BWP Trust Subordinate
Companion Loan, the initial Subordinate Loan-Specific Directing Certificateholder shall be the Class BWP Directing Certificateholder.
Thereafter, the Subordinate Loan-Specific Directing Certificateholder shall be the Person appointed by the Certificateholder(s)
holding more than fifty percent (50%) of the Certificate Balance of the Class BWP Certificates.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans or the BWP Trust Subordinate Companion Loan 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 or the BWP Trust Subordinate
Companion Loan 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 and the BWP Trust Subordinate Companion Loan 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


 






    	-103-



    	 



    

 


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).


 


“Sunbelt Portfolio
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 5, 2015, by and between the holder of the
Sunbelt Portfolio Pari Passu Companion Loan and the holder of the Sunbelt Portfolio Mortgage Loan, relating to the relative rights
of such holders of the Sunbelt Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


“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).


 






    	-104-



    	 



    

 


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


 


“The Roosevelt
New Orleans Waldorf Astoria Mortgage Loan”: With respect to The Roosevelt New Orleans Waldorf Astoria 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 Roosevelt New Orleans Waldorf Astoria Pari Passu
Companion Loans to the extent set forth in The Roosevelt New Orleans Waldorf Astoria Intercreditor Agreement.


 


“The Roosevelt
New Orleans Waldorf Astoria Mortgaged Property”: The Mortgaged Property which secures The Roosevelt New Orleans Waldorf
Astoria Whole Loan.


 


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


 


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


 


“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).


 






    	-105-



    	 



    

 


“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-C31”.


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be paid by the Certificate Administrator to the Trustee
from the Certificate Administrator Fee.


 


“Trust AB Mortgage
Loan”: The Bridgewater Place Mortgage Loan.


 


“Trust AB Whole
Loan”: The Bridgewater Place Whole Loan.


 


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans and the BWP Trust
Subordinate Companion Loan 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 and the BWP Trust Subordinate Companion Loan 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 and the BWP Trust Subordinate Companion Loan required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Trust Fund’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust Fund’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans and the BWP Trust Subordinate Companion Loan (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 BWP REMIC
Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust Fund’s 


 






    	-106-



    	 



    

 





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) $200 to be deposited by the Depositor into the
Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-B Certificates and the Class X-C Certificates;
(xii) the Uncertificated Lower-Tier Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits
in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs
to the related Mortgagor).


 


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


 


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


 


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


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA1, Class LA2, Class LA3, Class 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, LLC.


 


“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 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


 






    	-107-



    	 



    

 


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 three separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier Interests,
$200 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date with respect to the Class
X-B Certificates and the Class X-C Certificates and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution
Account.


 


“Upper-Tier REMIC
Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit
of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities
Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, 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 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 


 



    	-108-



    	 



    

 


Certificate
Balance for Appraisal Reductions allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Certificates
(other than the Class R, Class Z and Class X Certificates) (and without giving effect to any exchange of the Exchangeable Certificates
to Class EC Certificates), each determined as of the Distribution Date immediately preceding such time. None of the Class R, Class
BWP or Class Z Certificates will be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificateholders shall
be allocated among such Certificateholders in proportion to the Percentage Interests evidenced by their respective Certificates.
In addition, if Exchangeable Certificates are exchanged for Class 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 Civic Opera Building Whole Loan, (ii) The Roosevelt New Orleans Waldorf Astoria Whole Loan, (iii) the Sunbelt Portfolio
Whole Loan, (iv) the Brunswick Portfolio Whole Loan or (v) any AB Whole Loan, as applicable.


 


“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 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.


 






    	-109-



    	 



    

 


“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 1.0% of each collection (other than Penalty Charges and
Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Monthly
Payments, (ii) Balloon Payments and (iii) payments (other than those included in clause (i) or (ii) of this definition)
at maturity, received on each Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, REO Loan or BWP Trust Subordinate Companion Loan, the yield maintenance charge
or prepayment premium set forth in the related Mortgage Loan documents or BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion 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 or with respect to the Class BWP Certificates)
provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)          Any
Mortgage Loan, Companion Loan or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan,
as applicable, are deemed to be received on the date they are applied in accordance with the Servicing Standard consistent with
the terms of the related Mortgage Note and Mortgage


 






    	-110-



    	 



    

 


to reduce the outstanding principal balance of such Mortgage Loan or BWP Trust
Subordinate Companion Loan, as applicable, on which interest accrues.


 


(iii)          Any
reference to the Certificate Balance of any Class of Principal Balance Certificates or Class BWP Certificates on or as of a Distribution
Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates or Class BWP 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 (d), (b) any Collateral Support Deficit allocated to such Class of Principal Balance Certificates or any Class BWP Collateral
Support Deficit allocated to the Class BWP Certificates, as applicable, 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 or of any Class
BWP Certificate Deferred Interest allocated to the Class BWP Certificates and added to such Certificate Balance pursuant to Section
4.06, and (d) any recoveries on the related Mortgage Loans or the BWP Trust Subordinate Companion Loan, as applicable, 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, BWP Trust Subordinate
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, Serviced Companion Loan or BWP
Trust Subordinate Companion Loan, as applicable, or sale of a Mortgage Loan or BWP Trust Subordinate Companion 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, Serviced Companion Loan or BWP Trust Subordinate 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 or Trust AB Whole 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, (ii) with respect to any AB Whole Loan, first, to the related
AB Subordinate Companion Loan and then, to the Trust Fund or (iii)


 






    	-111-



    	 



    

 


with respect to the Trust AB Whole Loan, first,
to the related BWP Trust Subordinate Companion Loan and then, to the related Trust AB Mortgage Loan.


 


[End of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01          Conveyance of Mortgage Loans and the BWP Trust Subordinate
Companion Loan. (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 and the BWP Trust
Subordinate Companion Loan identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(d),
5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15,
17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, Sections 20 and 21 of the Mortgage Loan Purchase Agreement
among the Depositor, 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) $200 to be deposited by the
Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date with respect to the Class X-B Certificates and
the Class X-C Certificates; 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 and the BWP Trust Subordinate
Companion Loan (in each case, other than (i) payments of principal and interest due and payable on the Mortgage Loans and the
BWP Trust Subordinate Companion Loan 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 August 2015 but have their first Due Date in
September 2015, any interest amounts relating to the period prior to the Cut-off Date). The transfer of the Mortgage Loans
and the BWP Trust Subordinate Companion Loan 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


 






    	-112-



    	 



    

 


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 and BWP Trust Subordinate Companion Loan so
assigned, with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit); provided
that, with respect to the BWP Trust Subordinate Companion Loan, only the documents and instruments specifically described in the
definition of “Mortgage File” for the BWP Trust Subordinate Companion Loan shall be delivered to the Custodian and
the remaining documents and instruments in the related Mortgage File shall be delivered in connection with the related Mortgage
Loan. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan or BWP Trust Subordinate
Companion Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate
original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and
indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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


 






    	-113-



    	 



    

 


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 or BWP Trust Subordinate Companion Loan, subject
to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form
or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause
(iii), clause (v) (to the extent not already assigned pursuant to clause (iii)), clause (vii) (to the
extent not already assigned pursuant to clause (iii)) or clause (xi) of the definition of “Mortgage File”
solely because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage
Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan or BWP Trust Subordinate Companion
Loan on the Closing Date an omnibus assignment of such Mortgage Loan or BWP Trust Subordinate Companion Loan substantially in the
form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan or BWP Trust
Subordinate Companion Loan, as applicable, (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 or BWP Trust
Subordinate Companion 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 or BWP Trust Subordinate
Companion 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


 






    	-114-



    	 



    

 


to letters of credit referred
to in clause (xvi) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan, the applicable
Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in the name of,
or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of registered holders of JPMBB Commercial Mortgage Securities Trust
2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31”), 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 or BWP Trust Subordinate Companion Loan documents, as applicable) and
the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian
together with an officer’s certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered
to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s)
of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian on the Closing Date. If a letter
of credit referred to in the previous sentence is not in a form that would allow the Master Servicer to draw on such letter of
credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents or
BWP Trust Subordinate Companion Loan documents, as applicable, 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 (and the BWP Trust Subordinate Companion Loan, if applicable) 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 and the BWP Trust Subordinate
Companion Loan 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


 






    	-115-



    	 



    

 





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


 






    	-116-



    	 



    

 


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 and BWP Trust Subordinate Companion 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 (including, with respect to the BWP Trust Subordinate Companion Loan, the Holders
of the Class BWP Certificates) (and as holder of the Uncertificated Lower-Tier Interests) and, if applicable, on behalf of the
related Companion Holder. Such documents and records shall be any documents and records (with the exception of any items excluded
under the immediately preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)          In connection with
the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee and the Master
Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each of the Mortgage
Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)          The Depositor shall
use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three (3) Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts maintained with respect
to the Mortgage Loans and the BWP Trust Subordinate Companion Loan 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 “The Roosevelt New Orleans Waldorf Astoria”, “Comfort
Suites and Fairfield Inn Woodbridge”, “Doubletree Racine”, “Holiday Inn Express & Suites – Chicago
West”, “Hampton Inn Cleveland Airport” and “Ramada Houston Airport” on the Mortgage Loan Schedule,
which are each subject to a franchise or management agreement with a related comfort letter in favor of the respective Mortgage
Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the
Trust or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee
will be required to provide any such required notice or make any such required request to the related franchisor (with a copy of
such notice or request to the Master Servicer) within 45 days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the
existing comfort letter).


 






    	-117-



    	 



    

 


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 BWP
Trust Subordinate Companion 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 Section 2.01 and of this Section 2.02.


 


(b)          Within sixty (60)
days of the Closing Date, the Custodian, shall review the Mortgage Loan documents and the BWP Trust Subordinate Companion 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 and BWP Trust Subordinate Companion Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan or BWP Trust Subordinate Companion Loan paid in full)) that, except
as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents
specified in clauses (i) through (v), (ix) through (xiii), (xv) and (xvi) (or, with respect
to clause (xvi), a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition
of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and
to relate to such Mortgage Loan or BWP Trust Subordinate Companion 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 and BWP Trust Subordinate Companion Loan listed on the Custodial Exception Report, the Custodian shall specifically
identify such Mortgage Loan or BWP Trust Subordinate Companion 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 and the BWP Trust Subordinate Companion Loan documents received subsequent to the Closing Date;
and, on


 






    	-118-



    	 



    

 


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 and BWP Trust Subordinate Companion
Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan or BWP Trust Subordinate Companion Loan as to which
a Liquidation Event has occurred) or any related Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 (other than with respect to any Excluded Loan and only prior to the occurrence and
continuance of a Control Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence
and during the continuance of a Control Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting
for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account
(which may be a sub-account of the Certificate Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan
(in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with
a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date
on which the Custodian determines and notifies the Master Servicer that such Defect has been cured or the related Mortgage Loan
is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related
Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable)
as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller.
Notwithstanding the two immediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee,
the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document
with respect to which such Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights
or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation, the


 






    	-119-



    	 



    

 


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 BWP Trust Subordinate Companion Loan REMIC
or 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 (or the BWP Trust Subordinate Companion Loan, as applicable) delivered to it to determine
that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest
or appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect
to the documents specified in clause (ix) of the definition of the “Mortgage File”, whether the insurance is
effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy
has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding. Further,
with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies
of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume,
for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the related
Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any
Mortgage Loan (or BWP Trust Subordinate Companion Loan, as applicable)


 






    	-120-



    	 



    

 


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 (or BWP Trust Subordinate
Companion Loan, as applicable) 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 (or affected
BWP Trust Subordinate Companion Loan, as applicable), with particularity, the nature of such Defect (in a form reasonably acceptable
to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from
items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by the recorder’s
office or filing office).


 


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


 


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


 






    	-121-



    	 



    

 





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-C31 requiring action by you as the “Repurchase Request Recipient” thereunder.”
Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed
to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set
forth in this Section 2.02(g) with respect to such Repurchase Request. In no event shall the Custodian, by virtue of this
provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with
its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Certificate Registrar or the Custodian receives notice or has knowledge of a withdrawal
or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was not received
from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection
to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,
the Certificate Registrar or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to
the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan (or BWP Trust Subordinate Companion Loan, as applicable) 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.


 






    	-122-



    	 



    

 


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 and the BWP Trust Subordinate Companion
Loan in accordance with this Agreement;


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


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


 


(iv)          There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the BWP Trust Subordinate Companion Loan 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 and the BWP Trust Subordinate Companion Loan with the full right to transfer
the Mortgage Loans and the BWP Trust Subordinate Companion Loan to the Trust, and the Mortgage Loans and the BWP Trust Subordinate
Companion Loan have been validly transferred to the Trust.


 






    	-123-



    	 



    

 


(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 BWP Trust Subordinate Companion Loan (or any related 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 Civic Opera Building Mortgage Loan, The Roosevelt
New Orleans Waldorf Astoria Mortgage Loan, the Sunbelt Portfolio Mortgage Loan, the Brunswick Portfolio Mortgage Loan or the BWP
Trust Subordinate Companion Loan, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan or
REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall any such substitution
occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account,
any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that except with respect to a Defect resulting solely from the failure by
the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant
to clause (ix) of the definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing
Date, if such Breach or Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage
Loan Seller has commenced and is diligently proceeding with the cure of such Breach or Defect within the Initial Cure Period, the
applicable Mortgage Loan Seller shall


 






    	-124-



    	 



    

 


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 Civic Opera Building Mortgage Loan, The Roosevelt
New Orleans Waldorf Astoria Mortgage Loan, the Sunbelt Portfolio Mortgage Loan, the Brunswick Portfolio Mortgage Loan or the BWP
Trust Subordinate Companion Loan, as applicable, for which no substitution will be permitted)) and provided, further,
that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Senior Trust Advisor and (with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting
forth the reason such Breach or Defect is not capable of being cured within the Initial Cure Period and what actions the applicable
Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates
that such Breach or Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as
a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject
to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage
Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence. If
the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage
Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Certificate Account. If any Breach
pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires
the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s),
then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses
incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Fund that are the
basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however, that in the event
any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute
for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making such
remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees
or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor,
the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related
Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and


 






    	-125-



    	 



    

 


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. Notwithstanding the foregoing, with respect to any Defect or other
matter relating to the BWP Trust Subordinate Companion Loan which (i) causes the BWP Trust Subordinate Companion 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 BWP Trust Subordinate Companion Loan to be treated as a qualified mortgage)
or (ii) would otherwise cause any Trust REMIC to fail to qualify as a REMIC, or result in the imposition of any tax on any Trust
REMIC, following 90 days after (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, if the same is not cured, then (i) the Custodian shall, upon receipt of a Request for Release substantially in the form
of Exhibit E from the Master Servicer, release or cause to be released to the Subordinate Loan-Specific Directing Certificateholder
or any designee thereof, the Mortgage Note for the BWP Trust Subordinate Companion Loan and the Custodian or the Trustee shall
execute all assignments, endorsements and other instruments furnished to it by the Subordinate Loan-Specific Directing Certificateholder
as shall be necessary to effectuate transfer of such Mortgage Note, (ii) the BWP Trust Subordinate Companion Loan REMIC shall be
liquidated in accordance with the procedures set forth in Section 9.02 and (iii) neither of the Master Servicer nor the
Special Servicer shall have any further obligation to service the BWP Trust Subordinate Companion Loan hereunder.


 


(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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion
Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note,


 






    	-126-



    	 



    

 





unless the Mortgage File contains a signed lost
note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the
Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage
File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related
Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File
of the item called for by clause (ix) of the definition of “Mortgage File”; (d) the absence from the Mortgage
File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless
there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the intervening
assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments were sent
for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter of credit (except as permitted
under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no Defect (except
the Defects previously described in subclauses (a) through (f) of this Section 2.03(c)) shall be considered
to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with
an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on
any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation. Notwithstanding the foregoing,
the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided
in clause (ix) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s
title insurance, shall not be considered a Defect or Breach with respect to any Mortgage File if such actual policy is delivered
to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a
Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage
Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document
that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently
loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a Defect against a Mortgage
Loan Seller pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01 hereof.


 


(d)          In connection with
any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or a repurchase of the BWP Trust
Subordinate Companion 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 or BWP Trust Subordinate Companion Loan possessed by each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney-client


 






    	-127-



    	 



    

 


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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 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) or BWP Trust Subordinate Companion Loan. 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


 






    	-128-



    	 



    

 


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 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


 






    	-129-



    	 



    

 


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 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 the BWP Trust
Subordinate Companion Loan 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 BWP Trust Subordinate Companion Loan REMIC, the Lower-Tier REMIC
and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than
Excess Interest), the BWP Trust Subordinate Companion Loan and the other assets comprising the BWP Trust
Subordinate Companion Loan REMIC and the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i)
acknowledges the issuance of the Class BWP Certificates and the Class BWP-R Interest to the Depositor in exchange for the
assets comprising the BWP Trust Subordinate Companion Loan REMIC; (ii) acknowledges the issuance of the Uncertificated
Lower-Tier Interests and the Class LR Interest to the Depositor; (iii) acknowledges the creation of the Grantor Trust (as
described in Section 2.05 below); (iv) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier
Interests to the Upper-Tier REMIC; and (v) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests
and $200 deposit by the Depositor in respect of the Class


 






    	-130-



    	 



    

 


X-B Certificates and the Class X-C Certificates (and together with, in the case of the Class BWP Certificates, the Depositor’s
interest in the BWP Trust Subordinate Companion Loan REMIC and, in the case of the Class Z Certificates, the Depositor’s
interest in the Grantor Trust), 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, the Class Z Certificates, the Class BWP Certificates and the Class
R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations
evidencing the entire beneficial ownership of the Upper-Tier REMIC (and additionally, (x) in the case of the Class BWP Certificates
(and the Class BWP-R Interest), the beneficial ownership of the BWP Trust Subordinate Companion Loan REMIC, (y) in the case of
the Class Z Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (z) in the case of the Class
R Certificates, the Class BWP-R Interest, 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 Z Certificates
are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of Excess Interest and the
Excess Interest Distribution Account and proceeds thereof and the Class 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 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, the BWP Trust Subordinate Companion Loan 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, the BWP Trust Subordinate Companion Loan and the REO Properties (other
than any REO Property related to a
Non-


 






    	-131-



    	 



    

 


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, (i) in
the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) and (ii) in the case of the BWP Trust Subordinate Companion Loan, the Holders of the Class BWP Certificates and
the Trustee, in each case, as a collective whole, taking into account the subordinate or pari passu nature of such
Companion Loans or BWP Trust Subordinate Companion Loan, 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, BWP Trust Subordinate Companion Loan, Trust AB 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 or BWP Trust Subordinate Companion Loan, as the case may be, taking into account the
subordinate or pari passu nature of such Companion Loan or BWP Trust Subordinate Companion Loan, as the case may be.
With respect to each Serviced Whole Loan or Trust AB 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), the Serviced
Companion Loans and the BWP Trust Subordinate Companion Loan 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 or BWP Trust Subordinate
Companion Loan, as applicable, and the best interests of the Trust and the Certificateholders (and in the case of a Serviced
Whole Loan and Trust AB Whole Loan, any related Companion Holder or BWP Trust Subordinate Companion Loan, taking into account
the subordinate or pari passu nature of the related Companion Loan or BWP Trust Subordinate Companion Loan, as
applicable), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in
either case giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily
and commercial mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship
that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with
any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller or any other parties to this Agreement; (ii) the
ownership of any Certificate, Companion Loan, or mezzanine loan by the Master Servicer, the Special Servicer or any Affiliate
of the Master Servicer or the Special Servicer, as applicable; (iii) any obligation to make Advances; (iv) the adequacy of
the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive


 






    	-132-



    	 



    

 


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 or BWP Trust Subordinate Companion Loan it may have; and (vii) any other debt the Master Servicer or
the Special Servicer or any of its Affiliates has extended to any Mortgagor or any of its Affiliates (the
foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loan pursuant to their obligations under this Agreement.


 


Without limiting the foregoing,
subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other
than the Non-Serviced Mortgage Loan), any related Serviced Companion Loans and BWP Trust Subordinate Companion Loan as to which
a Servicing Transfer Event has occurred and is continuing (each, a “Specially Serviced Mortgage Loan”) or as
otherwise provided herein with respect to Non-Specially Serviced Mortgage Loans in connection with any Major Decision and (ii)
any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue
to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect
to the Specially Serviced 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, any related Serviced Companion Loan or BWP Trust Subordinate Companion Loan, as applicable,
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, any related Serviced Companion Loan or BWP Trust Subordinate Companion
Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements,
budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12. After notification to the
Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Master
Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall
be coordinated through and with the cooperation of the Master






    	-133-



    	 



    

 


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, any related Serviced Companion Loan or BWP Trust Subordinate 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, any related Serviced Companion Loans or BWP Trust Subordinate Companion Loan. 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, any related Serviced Companion Loans or BWP Trust Subordinate Companion Loan 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 (including, in the case of the BWP Trust
Subordinate Companion Loan, the Holders of the Class BWP Certificates) (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, any related Serviced Companion
Loan or BWP Trust Subordinate Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements,
continuation statements and other documents or instruments necessary to maintain the lien created by the related Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to
time, execute and/or deliver such financing statements, continuation statements and other documents or instruments as necessary
to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) subject to Sections 3.08, 3.20 and 6.07, any and all modifications,
waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and
all instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate
and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth
below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) and the Special Servicer
(with respect to Specially Serviced Mortgage Loans) shall provide to the Mortgagor related to such Mortgage Loans or BWP Trust
Subordinate Companion Loan that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan


 






    	-134-



    	 



    

 


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, Companion Loan documents or BWP Trust
Subordinate 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) or the Class BWP Certificates (provided that such rating agency confirmation may be 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, Companion Loan documents or BWP Trust Subordinate 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) or Class BWP Certificates (provided
that such rating agency confirmation may be 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


 






    	-135-



    	 



    

 


Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) or Class BWP Certificates
(provided that such rating agency confirmation may be 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, any related Companion Loan documents or BWP Trust Subordinate
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


 






    	-136-



    	 



    

 


failure of any Mortgage Loan Seller to perform its obligations under the related
Mortgage Loan Purchase Agreement.


 


(g)          Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan or BWP Trust Subordinate Companion Loan to the extent the related Serviced Mortgage Loan or Trust AB Mortgage
Loan, as applicable, has been paid in full or is no longer included in the Trust Fund.


 


(h)          Servicing and administration
of each Serviced Companion Loan and BWP Trust Subordinate Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or Trust AB Mortgage Loan, as applicable, 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
or the holder of the related BWP Trust Subordinate Companion Loan, as applicable, 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, Serviced Whole Loan or BWP Trust
Subordinate Companion 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, (ii) with respect to the Trust AB Whole Loan, first, from proceeds in the Certificate
Account that are allocable to the related BWP Trust Subordinate Companion Loan and then, if such amounts are insufficient,
from the Certificate Account as a trust fund expense, or (iii) 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


 






    	-137-



    	 



    

 


claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage
Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after
the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the
Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part
of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced
Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant
to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer
of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that
such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs
to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer
as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole
Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse
the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances
had been made by the Master Servicer hereunder.


 


(k)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced Pooling Agreement. The Master Servicer (or, with respect to any Specially Serviced Mortgage Loan, the Special Servicer)
shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced Pooling Agreement.


 


(l)          The parties hereto
acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced Intercreditor
Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related Non-Serviced
Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer
in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that (A) the related Non-Serviced Companion
Loan is no longer part of the trust fund created by the related Non-Serviced Pooling Agreement and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related
Non-Serviced 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.


 






    	-138-



    	 



    

 


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


 


(n)          In connection with
the securitization of any of (a) the Civic Opera Building Pari Passu Companion Loan, (b) The Roosevelt New Orleans Waldorf Astoria
Pari Passu Companion Loans and (c) the Sunbelt Portfolio Pari Passu Companion Loan while it is a Serviced Companion Loan, upon
the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Mortgage Loan) and the Trustee, as applicable, shall
use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


(o)          The parties hereto
acknowledge and agree that the servicing and administration of the BWP Trust Subordinate Companion Loan shall continue hereunder
by the Master Servicer and the Special Servicer even if the related Trust AB Mortgage Loan is no longer part of the Trust Fund.
The parties hereto acknowledge and agree that at any time a Trust AB Mortgage Loan is no longer an asset of the Trust, the Master
Servicer and Special Servicer shall have no obligation to service such Mortgage Loan or the related Mortgaged Property and shall
service only the related BWP Trust Subordinate Companion Loan pursuant to this Agreement, subject to the terms of the related Intercreditor
Agreement with respect to any obligation to service and administer such Mortgage Loan or the related Mortgaged Property on an interim
or temporary basis (taking into account such Mortgage Loan or related Mortgaged Property is no longer in the Trust and therefore
not subject to any Advancing under the terms of this Agreement) while a successor servicing agreement is executed. In such case,
in determining whether to incur and/or make, as applicable, any costs, expenses or liabilities with respect to the BWP Trust Subordinate
Companion Loan or follow any request from the Subordinate Loan-Specific Directing Certificateholder or with respect to any enforcement
action or other action solely regarding the BWP Trust Subordinate Companion Loan, the Master Servicer or Special Servicer, as applicable,
shall determine, before incurring any such costs, expenses or liability, if such amounts are available from current collections
on the BWP Trust Subordinate Companion Loan. The Master Servicer shall not make any Advances with respect to the BWP Trust Subordinate
Companion Loan if the Trust AB Mortgage Loan is no longer in the Trust. If such amounts are available, the Master Servicer or Special
Servicer shall pay such amounts only from collections on the BWP Trust Subordinate Companion Loan. If such amounts are not available
from current collections on the BWP Trust Subordinate Companion Loan, no such amounts shall be incurred unless paid by the Class
BWP Certificateholder. In any event, no losses, expenses,


 






    	-139-



    	 



    

 


costs, fees or other amounts related solely to the BWP Trust Subordinate
Companion Loan shall be borne by the remainder of the Trust.


 


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, the Companion Loans and the BWP Trust Subordinate Companion Loan it is obligated to service hereunder, and
shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard);
provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor
is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall
not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other
than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of
such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further,
that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer,
as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion
Loan and BWP Trust Subordinate 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, Serviced Companion Loan and BWP Trust Subordinate 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, Companion Loan and BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan.
Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event,
given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control
Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or
Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within
five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);
provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or
Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of
the Directing Certificateholder; provided, further, that the Directing Certificateholder shall have no consent rights
with respect to any Excluded Loan with respect to the foregoing waivers.


 


(b)          (i) All amounts
collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage
Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage
Loan documents and any related Intercreditor Agreement; provided, however, that absent express provisions in the
related Mortgage Loan documents (including any


 






    	-140-



    	 



    

 


related Intercreditor Agreement), other than with respect to the application of
Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments
from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation
Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan or BWP Trust Subordinate
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); and


 


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, Serviced Whole Loan or Trust AB 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, Serviced Whole Loan or Trust AB Whole Loan,
as applicable, in the manner permitted by the REMIC Provisions; provided, further, that if the Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan(s) 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


 






    	-141-



    	 



    

 


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 or Trust AB Whole Loan, as applicable, amounts collected with respect to the related Serviced
Whole Loan or Trust AB Whole Loan, as applicable, shall be allocated first pursuant to the terms of the related Intercreditor Agreement
and then, any amounts allocated to the related Serviced Mortgage Loan or Trust AB Mortgage Loan, as applicable, shall be subject
to application as described above.


 


(ii)          Liquidation
Proceeds in respect of each Mortgage Loan or REO Loan (in the case of an REO Loan, exclusive of amounts payable to any applicable
Companion Loan or BWP Trust Subordinate Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied
in the following order of priority:


 


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


 


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


 


third, as a recovery
of Unliquidated Advances and, without duplication, principal of such Mortgage Loan or REO Loan then due and owing, in each case,
that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced
as a result of the first proviso in the definition of “Principal Distribution Amount”;


 


fourth, as a recovery
of Nonrecoverable Advances;


 


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


 


sixth, as a recovery
of Appraisal Reduced Interest; and


 


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


 


provided that if
the Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan(s) 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 or Trust AB Whole Loan, as applicable, amounts collected
with respect to the related Serviced Whole Loan or Trust AB Whole Loan, as applicable, shall be


 






    	-142-



    	 



    

 


allocated first pursuant to the
terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan or Trust AB
Mortgage Loan, as applicable, shall be subject to application as described above.


 


(iii)          Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan, Companion Loan or BWP
Trust Subordinate 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 or Trust AB Whole Loan, as applicable, the
related Serviced Companion Loan or BWP Trust Subordinate Companion Loan, as applicable, and the related Intercreditor Agreement)
and applicable law, the Master Servicer shall apply all Insurance and Condemnation Proceeds it receives on a day other than the
Due Date to amounts due and owing under the related Mortgage Loan, Companion Loan or BWP Trust Subordinate Companion Loan as if
such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which such Insurance
and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)          In the event that
the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Due Period, or receives
notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest prior to the Determination
Date for any Due Period, the Master Servicer or Special Servicer, as the case may be, shall notify the Trustee and Certificate
Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess
Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions of Section
3.02(a).


 


(e)          With respect to
any Mortgage Loan (or BWP Trust Subordinate Companion Loan, as applicable) 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 or BWP Trust Subordinate Companion 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, Serviced Companion Loan or BWP Trust Subordinate Companion Loan, unless
otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)          Promptly following
the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice (in the form
attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable party set
forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee


 






    	-143-



    	 



    

 


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 available and 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 or BWP Trust Subordinate Companion Loan documents, as the case may be. Any Servicing
Account related to a Serviced Whole Loan or Trust AB Whole Loan, as the case may be, shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder (including, in the case of the BWP Trust Subordinate Companion Loan, the Holders
of the Class BWP Certificates) 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, Serviced Companion Loan documents and BWP Trust Subordinate Companion Loan
documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts
shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts
so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected
and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan, apply amounts to the indebtedness under the
applicable Mortgage Loan, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate 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.


 






    	-144-



    	 



    

 


(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 and the BWP Trust Subordinate
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), each
Serviced Companion Loan and BWP Trust Subordinate 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), Companion Loan and BWP Trust Subordinate 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 or BWP Trust Subordinate
Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans, Companion Loan or BWP Trust
Subordinate Companion Loan, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent
with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the
time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items.


 


(c)          In accordance with
the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and each Serviced Whole Loan and
BWP Trust Subordinate Companion 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


 






    	-145-



    	 



    

 


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
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, any related Serviced Companion Loan or BWP Trust Subordinate Companion Loan, if applicable,
notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan or BWP Trust Subordinate 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 


 









    	-146-



    	 



    

 


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, BWP Trust Subordinate Companion 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 (including, in the case of the BWP Trust Subordinate
Companion Loan, the Holders of the Class BWP Certificates) (and, if applicable, the Companion Holders), all as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loans or BWP Trust Subordinate Companion Loan,
as the case may be). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from
the Trust Fund pursuant to the terms of Section 3.19(c). The parties acknowledge that pursuant to the applicable Non-Serviced
Pooling Agreement, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing
Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced Pooling Agreement) in the manner set forth in the applicable Non-Serviced Pooling Agreement and
the applicable Non-Serviced Intercreditor Agreement.


 


(d)          In connection with
its recovery of any Servicing Advance out of the Certificate Account (or any Companion Distribution Account maintained as a subaccount
thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special Servicer and
then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then on deposit
in the Certificate Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such Servicing
Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.19(c), the Master Servicer
shall reimburse itself or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible
after funds available for such


 






    	-147-



    	 



    

 


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
Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Class EC Distribution Account and the BWP REMIC
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 available and properly identified funds (in the case of payments by
Mortgagors or other collections on the Mortgage Loans, Companion Loans or BWP Trust Subordinate Companion Loan), except as
otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it
subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans, Companion Loans or BWP
Trust Subordinate Companion Loan 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 the BWP Trust Subordinate Companion
Loan or principal prepayments on Serviced Companion Loans;


 









    	-148-



    	 



    

 


(ii)          all
payments on account of interest on the Mortgage Loans, the BWP Trust Subordinate Companion Loan or the Serviced Companion Loans,
including Excess Interest, Yield Maintenance Charges and Default Interest;


 


(iii)          late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional Trust Fund expenses
(other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


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


 


(v)          any
amounts required to be transferred from the REO Account pursuant to Section 3.16(c);


 


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


 


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


 


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


 


The foregoing requirements
for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Certificate Account. If the Master Servicer shall deposit in the Certificate
Account any amount not required to be deposited


 






    	-149-



    	 



    

 


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 PNC Bank, National Association. The Master Servicer shall give notice to the Trustee,
the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Certificate Account prior to any
change thereof.


 


For purposes of determining
amounts to be deposited in the Certificate Account in respect of the BWP Trust Subordinate Companion Loan and the Trust AB Mortgage
Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related Intercreditor Agreement.
All amounts so allocable to the BWP Trust Subordinate Companion Loan shall be held separate and apart from other amounts deposited
in the Certificate Account (or in a subaccount of the Certificate Account) and may be withdrawn from the Certificate Account (pursuant
to Section 3.04 and otherwise) only to the extent set forth in this Agreement and not specifically prohibited under the
related Intercreditor Agreement.


 


(b)          The Certificate
Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account, the Interest
Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than the Class BWP
and Class Z Certificateholders), (provided that any Gain-on-Sale Proceeds with respect to the BWP Trust Subordinate Companion
Loan shall be deemed distributed by the BWP Trust Subordinate Companion Loan REMIC in respect of the Class BWP-R Interest to the
Holders of the Class R Certificates and then re-contributed in respect of the Class LR Interest and held by the Certificate Administrator
as an asset of the Lower-Tier REMIC for the benefit of the Trustee as Holder of the Uncertificated Lower-Tier Interests and the
Certificateholders), (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other than the Class
BWP and Class Z Certificateholders) and the Trustee as holder of the Uncertificated Lower-Tier Interests, (iii) the Excess Interest
Distribution Account for the benefit of the Class Z Certificateholders, (iv) the Class EC Distribution Account for the benefit
of the Class EC Certificateholders and (v) the BWP REMIC Distribution Account for the benefit of the Class BWP Certificateholders.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for
deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Distribution Amount attributable to


 


 



    	-150-



    	 



    

 





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, (y) in the Excess Interest Distribution Account all Excess
Interest for the related Distribution Date then on deposit in the Certificate Account after giving effect to withdrawals of funds
pursuant to Section 3.05(a)(ii), and (z) in the BWP REMIC Distribution Account, the Class BWP Available Distribution Amount
attributable to the BWP Trust Subordinate Companion Loan without regard to clause (c) or clause (e) of the definition
of the Class BWP Available Distribution Amount.


 


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 available and properly identified
funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account any and
all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor
Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately track for
each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole
Loan, to the 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(m) of this Agreement,
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account,
the Interest Reserve Account, the Companion Distribution Account, the Class EC Distribution Account and the BWP REMIC 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 or the BWP REMIC Distribution Account pursuant to this Section
3.04, the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator


 






    	-151-



    	 



    

 


for deposit in the
Lower-Tier REMIC Distribution Account or the BWP REMIC Distribution Account, as applicable:


 


(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 the BWP Trust Subordinate Companion Loan
and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited
in the Certificate Account pursuant to Section 9.01);


 


(iv)          any
Yield Maintenance Charges with respect to the Mortgage Loans and the BWP Trust Subordinate Companion Loan, as applicable, actually
collected; and


 


(v)          any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account or the BWP REMIC Distribution
Account (in respect of the BWP Trust Subordinate Companion Loan) pursuant to any provision of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account
or the BWP REMIC Distribution Account (in respect of the BWP Trust Subordinate Companion Loan), as applicable, the amounts required
to be deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with respect to the Mortgage
Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate Administrator interest on such
late payment at the Prime Rate from and including the date such payment was required to be made (without regard to any grace period
set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the BWP REMIC Distribution Account (in respect of
the BWP Trust Subordinate Companion Loan) or the Excess Interest Distribution Account, as applicable, any and all amounts received
by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds


 






    	-152-



    	 



    

 


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(d) and Section 4.01(f), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Companion Distribution Account, the Excess Interest Distribution
Account, the Class EC Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account
or the BWP REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate
Administrator.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Class EC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Lower-Tier REMIC Distribution Account and the BWP REMIC Distribution Account shall be located at the
offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and
the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution Account, the Class EC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the BWP REMIC Distribution
Account and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


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


 


(c)          Prior to any Determination
Date for the first Due Period during which Excess Interest is received on any Mortgage Loan, and upon notification from the Master
Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on behalf of the Certificateholders,
shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the
benefit of the Class Z Certificateholders. The Excess Interest Distribution Account shall be established and maintained as an Eligible
Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer shall remit
to the Certificate Administrator for deposit in the Excess Interest


 






    	-153-



    	 



    

 


Distribution Account an amount equal to the Excess Interest
received prior to the Determination Date for the applicable Due Period.


 


(d)          Following the distribution
of Excess Interest to Class Z Certificateholders on the first Distribution Date after which there are no longer any Mortgage Loans
outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest
Distribution Account.


 


(e)          The Certificate
Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale Proceeds)
and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account shall
be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition of
any REO Property, in accordance with Section 3.09 or Section 3.18, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan or BWP Trust Subordinate Companion Loan, as applicable, in connection
with such sale and remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. In the
case of the Bridgewater Place Whole Loan, any Gain-on-Sale Proceeds on such disposition that are allocable to the BWP Trust Subordinate
Companion Loan in accordance with the terms of the Bridgewater Place Intercreditor Agreement shall be remitted to the Certificate
Administrator for deposit into the BWP REMIC Distribution Account. Any gain on such disposition that is allocable to any related
Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted 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.


 


(h)          The Certificate
Administrator shall establish and maintain the BWP REMIC Distribution Account, in its own name on behalf of the Trustee, in trust
for the benefit of the Holders of the Class BWP Certificates, which shall be an asset of the Trust Fund and the BWP Trust Subordinate
Companion Loan REMIC, but shall not be an asset of any other Trust REMICs. The BWP REMIC 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 BWP REMIC Distribution Account in accordance with Section 3.05 and Article
IV of this Agreement.


 



    	-154-



    	 



    




 



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 (or the BWP REMIC Distribution Account in respect of the BWP Trust Subordinate Companion
Loan) and the Excess Interest Distribution Account the amounts required to be remitted pursuant to the first paragraph of
Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to
the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the Companion Loans;


(ii)         (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank, National
Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer, any such interest
pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, BWP Trust Subordinate Companion Loan,
Companion Loan, Specially Serviced Mortgage Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of
Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, BWP Trust
Subordinate Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as applicable, being limited to amounts received on or
in respect of such Mortgage Loan, BWP Trust Subordinate Companion 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 or the Trust AB Whole Loan, as applicable, 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 or Trust AB Whole Loan,
first, from the related AB Subordinate Companion Loan or BWP Trust Subordinate Companion Loan, as applicable, and then,
from the related Serviced AB Mortgage Loan or Trust AB Mortgage Loan, as applicable) 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






    	-155-



    	 



    

 in respect
of each Mortgage Loan, Specially Serviced Mortgage Loan (other than any related Companion Loan), REO Loan (other than any related
Companion Loan) or BWP Trust Subordinate 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), REO Loan (other than any related Companion Loan)
or BWP Trust Subordinate Companion Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan
or BWP Trust Subordinate Companion 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), such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon;


(iii)        to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loan and REO Loans
with respect to which such P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan or BWP Trust 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 or Trust AB Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan
and BWP Trust 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), BWP Trust Subordinate Companion 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 or Trust AB Whole Loan, as applicable, such reimbursements
shall be made,






    	-156-



    	 



    

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 or Trust AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) or BWP Trust Subordinate Companion Loan, as applicable, and then,
from the related Serviced AB Mortgage Loan or the Trust AB Mortgage Loan, as applicable (provided that, with respect to
any AB Subordinate Companion Loan or BWP Trust 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 or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related
Trust AB Mortgage Loan and BWP Trust 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 Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan, BWP Trust Subordinate
Companion 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 or Trust AB Whole Loan, as applicable 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 or Trust AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) or BWP
Trust Subordinate Companion Loan, as applicable, and then, from the related






    	-157-



    	 



    

Serviced AB
Mortgage Loan or Trust AB Mortgage Loan and provided, further, that, in case of such reimbursement with respect
to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in
this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on
deposit in the Certificate Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement
of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion
Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any AB Subordinate
Companion Loan or BWP Trust 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 or Trust AB Whole Loan, as applicable, are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan or to the related Trust AB Mortgage Loan and BWP Trust 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, BWP Trust Subordinate Companion Loan, any related
Serviced Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with
clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and
the deposit into the Certificate Account of all amounts received in connection therewith;


(vi)        at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 3.03(d), 3.11(d) and 4.03(d), (b) any unreimbursed Servicing Advances (including
any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Sections 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement,
interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, out of collections on the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances,
or (ii) with respect to a Serviced AB Whole Loan, first, out of collections on the related AB Subordinate Companion Loan
and then, out of collections on the related 






    	-158-



    	 



    

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 or the related BWP Trust Subordinate Companion Loan, as applicable,
being limited to that portion of the Purchase Price or Substitution Shortfall Amount paid with respect to such Mortgage Loan or
related BWP Trust Subordinate Companion Loan, as applicable, 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, BWP Trust Subordinate Companion
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 or Trust AB Whole Loan, as applicable,
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 or Trust AB Whole Loan, first, from the related AB Subordinate Companion
Loan (if any) or BWP Trust Subordinate Companion Loan, as applicable, and then, from the related Serviced AB Mortgage Loan
or Trust AB Mortgage Loan, as applicable (provided that, with respect to any AB Subordinate Companion Loan or BWP Trust
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 or Trust AB Whole Loan are allocated to
the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and BWP Trust 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, BWP Trust Subordinate Companion Loan,
Serviced Companion Loan or REO Loan and then out of






    	-159-



    	 



    

general collections
on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement relating to a Serviced Whole Loan
or Trust AB Whole Loan, as applicable, 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 or Trust AB Whole Loan, first, from the related AB Subordinate Companion
Loan (if any) or BWP Trust Subordinate Companion Loan, as applicable, and then, from the related Serviced AB Mortgage Loan
or Trust AB Mortgage Loan, as applicable (provided that, with respect to any AB Subordinate Companion Loan or BWP Trust
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 or Trust AB Whole Loan are allocated to
the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and BWP Trust 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, BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion Loan and any related Serviced Companion Loan have been paid and such
Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust Fund (other than Special
Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the Special Servicer,
as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced
Mortgage Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable
with respect to the related Specially Serviced Mortgage Loan have been paid and such Penalty Charges are not needed to pay interest
on Advances or costs and expenses incurred by the Trust Fund (other than Special Servicing Fees, Liquidation Fees and Workout Fees)
in accordance with Section 3.11(d));


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


(xii)        to
pay itself, the Special Servicer, the Depositor, the Senior Trust Advisor or any of their respective directors, officers, members,
managers, employees and agents, or CREFC®, as the case may be, out of general collections, any amounts payable to
any such Person pursuant to Section 3.11(g), Section 6.03(a) or Section 6.03(b); provided






    	-160-



    	 



    

that, in case
of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating to a Serviced Whole
Loan or Trust AB Whole Loan, as applicable, 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 or Trust AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) or BWP Trust Subordinate Companion Loan, as applicable, and then,
from the related Serviced AB Mortgage Loan or Trust AB Mortgage Loan, as applicable (provided that, with respect to any
AB Subordinate Companion Loan or BWP Trust 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
or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust
AB Mortgage Loan and BWP Trust 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 or Trust AB Whole Loan, as applicable, 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 or Trust AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) or BWP Trust Subordinate Companion
Loan, as applicable, and then, from the related Serviced AB Mortgage Loan or Trust AB Mortgage Loan, as applicable (provided
that, with respect to any AB Subordinate Companion Loan or BWP Trust 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 or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan or the related Trust AB Mortgage Loan and BWP Trust 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);






    	-161-



    	 



    

(xv)         to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans, the BWP Trust Subordinate Companion
Loan 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 (or the related BWP Trust
Subordinate Companion Loan, if applicable), 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).


Consistent with the
above, with respect to the Trust AB Whole Loan, subject to Section 3.05(h) and the terms of the related Intercreditor Agreement,
any withdrawals permitted pursuant to this Section 3.05(a), shall be paid or reimbursed (a) first, from amounts on
deposit allocated to the related BWP Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the
related Trust AB Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.


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






    	-162-



    	 



    

applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced Pooling Agreement.


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


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


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, or for any other purpose, out of
general collections that do not specifically relate to a Serviced Whole Loan or Trust AB Whole Loan, as applicable may be reimbursable
from amounts that would otherwise be payable to the related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable;
provided, however, that amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or the Senior Trust Advisor with regard to the Trust AB Whole Loan are reimbursable from general
collections on the Mortgage Loans.


(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(d) and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(f) 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(d);


(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;






    	-163-



    	 



    

(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.20(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund,
(D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 12.01(a) or Section 12.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 12.01(g);


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


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


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


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


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


(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) to the Class EC Distribution Account in respect of the uncertificated regular interests in the Upper-Tier REMIC represented
by any Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates (for distribution to the Class
EC Certificates pursuant to Section 4.01(n)) 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.






    	-164-



    	 



    

(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(n) 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) 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(m).


(h)         The
Certificate Administrator, on behalf of the Trustee, may, from time to time, make withdrawals from the BWP REMIC Distribution Account
for any of the following purposes:


(i)          to
make distributions to the Holders of Class BWP Certificates and the Class R Certificates (in respect of the Class BWP-R Interest)
on each Distribution Date pursuant to Section 4.01(b) or Section 9.01, as applicable;


(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 BWP Trust Subordinate Companion Loan pursuant to
Section 8.05(b);


(iii)        to
pay for the cost (without duplication) of the Opinions of Counsel sought by the Trustee or the Certificate Administrator (A) as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by Sections
3.20(d), 5.08(c), 8.02(ii), 10.01(f) and 10.01(l) to the extent payable out of the Trust Fund,
or (C) 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,






    	-165-



    	 



    

which amendment
is in furtherance of the rights and interests of Holders of the Class BWP Certificates, in each case, to the extent not paid pursuant
to Section 12.01(g);


(iv)        to
pay any and all federal, state and local taxes imposed on the BWP Trust Subordinate Companion Loan REMIC or on the assets or transactions
of 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)with
respect to the BWP Trust Subordinate Companion Loan REMIC;


(v)         to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the BWP Trust Subordinate
Companion Loan REMIC;


(vi)        to
pay to the Master Servicer any amounts deposited by the Master Servicer in the BWP REMIC Distribution Account not required to be
deposited therein;


(vii)       to
clear and terminate the BWP REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01; and


(viii)      consistent
with the above, with respect to the Trust AB Whole Loan, subject to Section 3.05(a)(i), any withdrawals permitted pursuant
to this Section 3.05(h), shall be paid or reimbursed (a) first, from amounts on deposit allocated to the related
BWP Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related Trust AB Mortgage Loan and
(b) then from general collections in respect of all other Mortgage Loans.


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






    	-166-



    	 



    

in the Certificate
Account, the Companion Distribution Account, the Servicing Accounts or REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the
UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC or
any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement” (within
the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause
to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,
the Master Servicer (in the case of the Certificate Account, the Companion Distribution Account or any Servicing Account maintained
by or for the Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account maintained by
or for the Special Servicer) shall:


(i)          consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


(ii)         demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


(b)         Interest
and investment income realized on funds deposited in the Certificate Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including
the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall
be subject to its withdrawal in accordance with Section 3.16(c). In the event that any loss shall be incurred in respect
of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any
Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit
in any of the Certificate Account, the Companion Distribution Account, the Servicing Account or the REO Account, the Master Servicer
(in the case of the Certificate Account, the Companion Distribution Account or any 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






    	-167-



    	 



    

the prior Distribution
Date to and including the P&I Advance Date related to the current Distribution Date; provided that neither the Master
Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if
such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company
that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth
in the definition of Eligible Account at the time such investment was made (and, with respect to the Master Servicer, such federal
or state chartered depository institution or trust company is not an Affiliate of the Master Servicer unless such depository institution
or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) thirty (30) days prior to such insolvency).


(c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


Section
3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)
The Master Servicer (with respect to the Mortgage Loans and the BWP Trust Subordinate Companion Loan (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), BWP Trust Subordinate Companion Loan and any related Serviced Companion Loan) or the Special Servicer (with
respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required
under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is
available to the Master Servicer or the Special Servicer and, if available, can be obtained at commercially reasonable rates,
as determined ((i) prior to the occurrence and continuance of any Control Event and (ii) other than with respect to any
Excluded Loan, any determination that such insurance coverage is not available or not available at commercially reasonable
rates to be made with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust
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 or the related Subordinate Loan-Specific Directing Certificateholder, as
applicable)) by the Master Servicer (with respect to the Mortgage Loans and the BWP Trust Subordinate Companion Loan (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






    	-168-



    	 



    

Non-Serviced Mortgaged
Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined
by the Special Servicer; provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor
the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the
Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the
Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan and only in the event the Trustee
has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable,
and, if available, can be obtained at commercially reasonable rates, provided that, with respect to the immediately preceding
proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the Special Servicer with ((i) unless a Control Event has occurred
and is continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder). The
Master Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense)
in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.17(a) and the
costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph,
the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage
than was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer ((i) prior
to the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan, with the consent of
the Directing Certificateholder) determines that such insurance is not available at commercially reasonable rates or that the
Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain
a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion
Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect
of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii)
include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged
Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including
any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such
endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written
notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10)
days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a
Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer
or Special Servicer under any such Insurance Policies (other than amounts to be 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






    	-169-



    	 



    

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, BWP Trust Subordinate Companion Loan and Serviced Companion Loan (if any), notwithstanding that
the terms of such Mortgage Loan, BWP Trust Subordinate Companion 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 or Trust AB Whole Loan as if it were a
single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to
maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property
unless such insurance was required at the time of origination of the related Mortgage Loan and is currently available at commercially
reasonable rates.


Notwithstanding the
foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan
that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related BWP Trust Subordinate Companion Loan or 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






    	-170-



    	 



    

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






    	-171-



    	 



    

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 BWP Trust Subordinate Companion Loan,
Serviced Companion Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with
the Servicing Standard.


(c)          Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of
the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount of coverage shall
be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required
by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master
Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds,
if any, and/or their respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee copies
of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


(d)          At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan, BWP Trust Subordinate Companion 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






    	-172-



    	 



    

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
or BWP Trust Subordinate 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 parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A2” by Moody’s and “A(low)” by DBRS, 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, BWP Trust Subordinate Companion 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 or BWP Trust Subordinate 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 or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan is being serviced under this Agreement,
the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loan),
the Master Servicer, on behalf of the Trustee as the mortgagee of






    	-173-



    	 



    

record, shall
(a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan or BWP Trust Subordinate
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 or the BWP Trust Subordinate Companion Loan, 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 fifteen (15) Business Day review period of the Directing
Certificateholder (or, with respect to such fifteen (15) Business Day period, such longer period as required by the related
Intercreditor Agreement for review by any related Companion Holder), after receipt (unless earlier objected to) by the
Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to
such waiver or exercise of such right together with such other information in the Master Servicer’s possession that is
reasonably requested by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans and Non-Specially
Serviced Mortgage Loans, and other than with respect to an Excluded Loan, the Special Servicer shall, prior to consenting to
such a proposed action of the Master Servicer, obtain, and, prior to itself taking such an action, the Special Servicer shall
obtain, prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed consent) of the
Directing Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust 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 or the
related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the Intercreditor Agreement) (or
(i) after the occurrence and during the continuance of a Control Event and (ii) other than with respect to any Excluded
Loan, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section
6.07 hereof, which consent shall be deemed given ten (10) Business Days after receipt from the Special Servicer (unless
earlier objected to by the Directing Certificateholder) of the Master Servicer’s and/or the Special Servicer’s,
as applicable, written analysis and recommendation with respect to such waiver together with such other information in the
Master Servicer’s or Special Servicer’s possession that is reasonably requested by the Directing
Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust 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 or the
related Subordinate Loan-Specific Directing Certificateholder, 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,






    	-174-



    	 



    

that with respect
to subclauses (y) and (z) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance
of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary,
with respect to any Excluded Loan (regardless of whether a Control Event has occurred and is continuing), the Special Servicer
shall consult with the Senior Trust Advisor, on a non-binding basis, in connection with the related transactions involving proposed
Major Decisions and consider alternative actions recommended by the Senior Trust Advisor, in respect thereof, in accordance with
the procedures set forth in Section 6.07 for consulting with the Senior Trust Advisor.


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 or BWP Trust Subordinate Companion Loan provides that
such Mortgage Loan or related Serviced Companion Loan or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan is being serviced under this Agreement, the Special Servicer,
with respect to all Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage Loan), related Serviced Companion Loans
or BWP Trust Subordinate Companion Loan, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with
the Servicing Standard whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Mortgage Loan
which does not allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining
whether conditions to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee
of record, shall make such determination with respect to whether such conditions have been satisfied.


(b)          As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan or BWP Trust Subordinate 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, BWP Trust Subordinate Companion 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;






    	-175-



    	 



    



then, for so long
as such Mortgage Loan (and related BWP Trust Subordinate Companion Loan or Companion Loan, if applicable) is serviced under this
Agreement, the Special Servicer or, with respect to all Non-Specially Serviced Mortgage Loans (other than the Non-Serviced Mortgage
Loan), the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with
respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to
the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise
such rights, provided that (i) with respect to all Non-Specially Serviced Mortgage Loans, the Master Servicer has made a
recommendation and obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed
given five (5) Business Days after the fifteen (15) Business Day review period of the Directing Certificateholder (or, with respect
to such fifteen (15) Business Day period, such longer period as required by the related Intercreditor Agreement for review by any
related Companion Holder), after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master
Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other
information in the Master Servicer’s possession that is reasonably requested by the Special Servicer, (ii) with respect to
all Specially Serviced Mortgage Loans and Non-Specially Serviced Mortgage Loans, and other than with respect to an Excluded Loan,
the Special Servicer has obtained prior to the occurrence and continuance of a Control Event, the prior written consent (or deemed
consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust 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 or
the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the Intercreditor Agreement), which
consent shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Special Servicer’s
written analysis and recommendation with respect to such waiver or exercise of such rights together with such other information
in the Master Servicer’s or Special Servicer’s possession that is reasonably requested by the Directing Certificateholder
(or, with respect to any Serviced AB Whole Loan or Trust 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 or the related Subordinate Loan-Specific Directing
Certificateholder, to the extent required under the Intercreditor Agreement), and (iii) the Master Servicer or the Special Servicer,
as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.30) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or
(C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal
Balance of the Mortgage Loan and related BWP Trust Subordinate Companion Loan or 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 (ii), such Mortgage Loan shall






    	-176-



    	 



    

also have a Stated
Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Event has occurred and is continuing), the
Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Senior Trust Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.07 for consulting with the Senior Trust Advisor.


In connection with
any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities,
the related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer, as applicable,
shall (if not already provided in accordance with Section 3.30 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.30 of this Agreement.


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,
BWP Trust Subordinate Companion Loan or related Companion Loan provides that such Mortgage Loan, BWP Trust Subordinate Companion
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, BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion Loan and
related Serviced Companion Loan, as applicable, in connection with the taking of, or the failure to take,






    	-177-



    	 



    



any action pursuant to
this Section 3.08. The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers
(except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information)
it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to
each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.30)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


(e)          Notwithstanding
any other provisions of this Section 3.08 or Section 3.20, but subject to any related Intercreditor Agreement, the Master Servicer
may with respect to Non-Specially Serviced Mortgage Loans, without any Directing Certificateholder approval, Rating Agency Confirmation
or Special Servicer approval (provided the Master Servicer delivers notice thereof to the Special Servicer after completion (and
the Special Servicer shall promptly, prior to the occurrence of a Consultation Termination Event, deliver notice thereof to the
Directing Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder, as the case may
be, notifies the Master Servicer that such party does not desire to receive copies of such items), (i) grant waivers of non-material
covenant defaults (other than financial covenants), including late financial statements; (ii) 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; (iii) 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; (iv) 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;
(v) (other than with respect to hospitality properties) 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 where the successor property manager is not affiliated with the related Mortgagor; and (vi)
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 any
Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense
of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such modification, waiver or amendment would be consistent with the Servicing Standard,
and (z) agreeing to such modification, waiver or amendment would not violate the terms, provisions or limitations of this Agreement
or any Intercreditor Agreement. The foregoing is intended to be an itemization of actions the Master






    	-178-



    	 



    

Servicer may take
without having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master Servicer
hereunder.


(f)          Notwithstanding
any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause without the consent of the Special Servicer and the Special Servicer may not waive its
rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to a Non-Specially
Serviced Mortgage Loan or relating to any Specially Serviced Mortgage Loan without ((i) prior to the occurrence and continuance
of a Control Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i)
after the occurrence and during the continuance of a Control Event and (ii) other than with respect to any Excluded Loan, but prior
to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.07 hereof).
The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s
or Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and
any additional information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver
or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent
(provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in
writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans)
or the Special Servicer (with respect to Specially Serviced Mortgage Loans) makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan, BWP Trust Subordinate Companion 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, Companion Loans and the BWP Trust Subordinate
Companion Loan. (a) Upon an event of default under the Mortgage Loan documents related to a Serviced Whole Loan, Trust AB
Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the related
Companion Holder (or the related Subordinate Loan-Specific Directing Certificateholder, with respect to the Trust AB Whole
Loan) 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, Subordinate
Loan-Specific Directing Certificateholder 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






    	-179-



    	 



    



Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and related BWP Trust Subordinate Companion 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 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
BWP Trust Subordinate Companion Loan or 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 (including
the Holders of the Class BWP Certificates, if applicable)






    	-180-



    	 



    



and/or any related Companion Holder, would be considered to hold title
to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged
Property within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to such effect
delivered to the Trustee) the Special Servicer has previously determined in accordance with the Servicing Standard, based on an
Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental Assessments
and performed within six (6) months prior to any such acquisition of title or other action, that:


(i)           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 or Trust AB 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
or Trust AB Whole Loan, as applicable)); 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).






    	-181-



    	 



    



(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 or a Trust AB Mortgage
Loan , any related Companion Loan or BWP Trust Subordinate 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 or defaulted BWP Trust Subordinate
Companion Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such
action as it deems to be in the best economic interest of the Trust Fund (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized ((i) prior to the occurrence and continuance of a Control Event (or with respect to any Serviced
AB Mortgage Loan or Trust AB Whole Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but
prior to the occurrence and continuance of a Control Event) and (ii) other than with respect to any Excluded Loan), with the consent
of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the
related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000,
then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall
have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((i) prior to the occurrence
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, in
writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate
Administrator’s Website pursuant to Section 3.15(b) and (iii) in addition to the prior written consent of the Directing
Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented
or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting
such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed
consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such
written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the
Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under
the related Mortgage Loan documents.


(e)          The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Mortgage Loan,
or defaulted Companion Loan or defaulted BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller or release
of the lien of the related Mortgage on such Mortgaged Property.






    	-182-



    	 



    



(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 or BWP Trust Subordinate Companion Loan that is abandoned
or foreclosed and the Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required
by applicable law, such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form),
all forgiveness of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master
Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and
the Certificate Administrator.


(g)          The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related BWP Trust Subordinate Companion Loan or 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
defaulted BWP Trust Subordinate Companion Loan or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis
thereof. Each Final Recovery Determination shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee,
the Certificate Administrator, the Directing Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer
and in no event later than the next succeeding P&I Advance Determination Date.


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a)
Upon the payment in full of any Mortgage Loan or BWP Trust Subordinate Companion Loan (other than a Non-Serviced Mortgage
Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment in
full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer, as the case may be,
will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release substantially in the form of Exhibit E signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to the
Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such
shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the
Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the
Master Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of the
BWP Trust Subordinate Companion Loan or 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 or Trust AB Whole Loan, as applicable, is paid
in full. No expenses






    	-183-



    	 



    



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 BWP Trust Subordinate Companion Loan or Companion Loan), the Master Servicer or the Special Servicer shall deliver
to the Custodian a Request for Release substantially in the form of Exhibit E signed by a Servicing Officer. Upon receipt
of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the Special Servicer
(or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the
Trustee and the 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 or the Trust AB Whole Loan, as applicable, the related
Companion Loan or BWP Trust Subordinate Companion Loan, as applicable), was liquidated and that all amounts received or to be received
in connection with such liquidation which are required to be deposited into the Certificate Account (including amounts related
to the related Companion Loan or BWP Trust Subordinate Companion Loan, if applicable) pursuant to Section 3.04(a) have been
or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release substantially
in the form of Exhibit E shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


(c)          Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable) 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.






    	-184-



    	 



    



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, BWP Trust Subordinate Companion
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,
REO Loan and BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion
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, REO Loan or BWP Trust Subordinate Companion 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,
Companion Loan or BWP Trust Subordinate Companion Loan or deemed to be due on such REO Loan is computed. The Servicing
Fee with respect to any Mortgage Loan, Companion Loan, REO Loan or BWP Trust Subordinate Companion Loan shall cease to accrue
if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a
Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement
notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such
Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of
interest on each Mortgage Loan, Companion Loan, BWP Trust Subordinate 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, BWP Trust Subordinate 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 or BWP Trust
Subordinate Companion Loan, as applicable, 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






    	-185-



    	 



    

Companion Loan or
BWP Trust Subordinate 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 the Special Servicer’s portion of 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 or
BWP Trust Subordinate Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement), provided
the consent of the Special Servicer is not required to take such actions, (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 or BWP
Trust Subordinate Companion Loan, as applicable, 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 and (v) 50% of all fees related to Major Decisions with respect to the Non-Specially Serviced Mortgage Loans. 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 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, any Serviced Pari Passu Companion Loan and the Trust AB Subordinate 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;






    	-186-



    	 



    



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 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, (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 or BWP Trust Subordinate 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, and in each of clauses (i) through (iv), only to the extent such fees are paid by the Mortgagor, (v)
50% of all fees related to Major Decisions with respect to the Non-Specially Serviced Mortgage Loans and (vi) 100% of all fees
payable related to Major Decisions with respect to the Specially Serviced Mortgage Loans, shall be promptly paid to the Special
Servicer by the Master Servicer (or directly from the related Mortgagor) and






    	-187-



    	 



    



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 or BWP Trust Subordinate
Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except the Workout Fees
will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan. If the Special
Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Mortgage
Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default
through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which
had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely because the Mortgagor
had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage
Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special servicer will not
be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination
for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however,






    	-188-



    	 



    

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), the
BWP Trust Subordinate Companion 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,
BWP Trust Subordinate Companion Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage
Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced
Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the
applicable Non-Serviced Pooling Agreement, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement)
due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously paid to the Master Servicer or the Trustee
pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all
interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced Pooling Agreement, which
resulted in an additional trust fund expense for the trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan, BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion Loan and any related
Companion Loan was a Non-Specially






    	-189-



    	 



    

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.


(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






    	-190-



    	 



    



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 or Trust AB 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 or Trust AB Whole Loan, first, from the related AB
Subordinate Companion Loan or from amounts available to the Trust as holder of the related BWP Trust Subordinate Companion
Loan, as applicable and then, from the related Serviced AB Mortgage Loan or amounts available to the Trust as holder
of the related Trust AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan or BWP
Trust 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 or Trust AB Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and
BWP Trust Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer
or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such
inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and
specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and
deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has
knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of
which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such
report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall deliver a copy (in electronic format) of each such report prepared by the
Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to
the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan) and to the Trustee
within five (5) Business Days after completion 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 






    	-191-



    	 



    



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


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
December 31, 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






    	-192-



    	 



    

 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® 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 September 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






    	-193-



    	 



    



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 September 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 September 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 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


 



    	-194-



    	 



    

 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 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






    	-195-



    	 



    



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.


(A) Upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the
holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable
satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or holder of
such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements
(in each case, solely relating to the related Serviced Whole Loan or Trust AB Whole Loan, if requested by the holder of an AB Subordinate
Companion Loan or a Holder of Class BWP Certificates) obtained by the Master Servicer or (B) upon the reasonable request of any
Controlling Class Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable satisfaction and
such information is in the Master Servicer’s possession, the Master






    	-196-



    	 



    

Servicer shall provide
(or forward electronically) (at the expense of such Controlling Class Certificateholder) any Excluded Information (not accessible
through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Mortgage Loan with respect to
which such Controlling Class Certificateholder is not an Excluded Holder; 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;






    	-197-



    	 



    



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


(C)          all
Senior Trust Advisor Annual Reports;


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


(A)         summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, as applicable, 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 or BWP Trust Subordinate Companion 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(j);


(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






    	-198-



    	 



    

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


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


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


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


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


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


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


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


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


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


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


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


Notwithstanding the
foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)
above) and made available to Privileged Persons other than the related Excluded Controlling Class Holders.


Any Person that is
a Borrower Party shall only be entitled to access (a) the Statements to Certificateholders, and the following items made available
to the general public: the Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements and the






    	-199-



    	 



    

SEC filings on the
Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Senior Trust Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially
in the forms of Exhibit P-1D and Exhibit P-1E and upon delivery to the Certificate Administrator in physical form
of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID’s
associated with such Excluded Controlling Class Holder, all information (other than Excluded Information with respect to any Excluded
Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


In the case of the
Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery
of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee
in writing substantially in the form of Exhibit P-1E that such party is an Excluded Controlling Class Holder and identify
the Excluded Controlling Class Loan(s) and thereafter shall not be entitled to any Excluded Information related to any Excluded
Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate
Administrator’s Website. With respect to any Excluded Information, each of the Master Servicer, the Special Servicer and
the Senior Trust Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate
Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded
Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans, Whole Loans or the Trust
AB Whole Loan, as applicable. Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer,
the Senior Trust Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Directing Certificateholder
and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the
extent that the Master Servicer, the Special Servicer, the Senior Trust Advisor or the Certificate Administrator, as applicable,
has received such notice from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Senior Trust Advisor or the Certificate Administrator
shall be liable for any communication to the Directing






    	-200-



    	 



    

Certificateholder
or Controlling Class Certificateholder or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the
Senior Trust Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage
Loan is an Excluded Controlling Class Loan (including, in the case of an Asset Status Report or Final Asset Status Report delivered
to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any
such information provided to the Certificate Administrator).


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


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


In connection with
providing access to the Certificate Administrator’s Website (other than with respect to access provided to the general public
in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer.
The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


(c)          The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “JPMBB






    	-201-



    	 



    

2015-C31” 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;






    	-202-



    	 



    

(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, any related Companion Loan or BWP
Trust Subordinate Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify
the Rating Agency with whom the communication was held pursuant to Section 3.15(g);


(xviii)    any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09
or Section 11.10; and


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


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, that any information delivered pursuant to Section 3.15(d) shall be posted in accordance with Section 3.15(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or 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






    	-203-



    	 



    

information to the
17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing
“JPMBB 2015-C31” 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, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such
information, report, notice or document to the applicable Rating Agency so long as such information report or notice (i) was previously
provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider will notify each Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line or otherwise in the body of the email. The 17g-5 Information Provider will send such notice to such Person’s
email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website,
including a general email address if such general email address has been provided to the 17g-5 Information Provider in connection
with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMBB 2015-C31” 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.


Notwithstanding anything
to the contrary contained in this Agreement, none of the foregoing information which relates solely to Class BWP Certificates and
does not contain information related to the corresponding Trust AB Whole Loan or other Certificates shall be required to delivered
to the Rating Agencies or be posted to the 17g-5 Information Provider’s Website.


(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






    	-204-



    	 



    

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


(e)         Certain
information concerning the Mortgage Loans and the Certificates (including the Statements to Certificateholders, CREFC®
reports and supplemental notices with respect to such Statements to Certificateholders and CREFC® reports) shall be provided
by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial
Management Inc., Interactive Data Corporation, CMBS.com, Markit and Thomson Reuters Corporation) with the consent of the Depositor,
and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information
will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification
may be submitted electronically via the Certificate Administrator’s Website.


(f)          Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, any related BWP Trust Subordinate 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






    	-205-



    	 



    

that such other Person
confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto,
an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an
investment advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates
and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide
such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting
on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the
investment advisor and such current or prospective Certificateholder.


Neither the Master
Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by
others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or
have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.15 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


(g)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted to (but not obligated to)
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.15(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.15(c).


(h)          The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Senior Trust Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the
occurrence and continuance of a Control Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Senior Trust Advisor in support of the performance of its obligations under this Agreement in electronic
format.


(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






    	-206-



    	 



    

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, any Serviced Companion Loan or the BWP Trust Subordinate Companion
Loan, as applicable, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; or (y) such information has already been provided
to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website pursuant to the terms
hereof or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating
surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered
in reliance on the certification provided in this clause (z) for any purpose to the extent it is publicly available (unless the
availability results from a breach of this Agreement or any other confidentiality agreement to which such rating agency is subject)
or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or
another 17g-5 information provider’s website the such Rating Agency has access to) (in each case, subject to any agreement
governing the use of such information, including any engagement letter with the Depositor or any other applicable depositor).


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


Section
3.16     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is
acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the name of the Trust where
permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of
the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the Holders of the Class BWP
Certificates, in the case of the BWP Trust Subordinate Companion Loan, or 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






    	-207-



    	 



    

the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust Fund payable out of the Certificate Account pursuant to Section
3.05(a).


(b)          The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
the Holders of the Class BWP Certificates, in the case of the BWP Trust Subordinate Companion Loan, or any related Companion Holder,
as applicable, 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.






    	-208-



    	 



    

(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).


(e)          With
respect to the BWP Trust Subordinate Companion Loan, references to actions being taken for the benefit of the BWP Trust Subordinate
Companion Loan in this Section 3.16 shall be deemed to be taken also for the benefit of the Holders of the Class BWP Certificates,
as beneficial owners of the BWP Trust Subordinate Companion Loan.


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 (including,
in the case of the BWP Trust Subordinate Companion Loan, the Holders of the Class BWP Certificates) and the related Companion
Holders, as applicable, and the Trustee (as holder of the Uncertificated Lower-Tier Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (including, in
the case of the BWP Trust Subordinate Companion Loan, the Holders of the Class BWP Certificates) (and, in the case of each Serviced
Whole Loan, the related Companion Holder) 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 or BWP Trust Subordinate Companion
Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all
purposes of this Section 3.17(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
(including, in the case of the BWP Trust Subordinate Companion Loan, the Holders of the Class BWP Certificates) and, if applicable,
any related Companion Holder 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;






    	-209-



    	 



    

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


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


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


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


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


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


(iii)        authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan or BWP Trust Subordinate Companion Loan, if applicable, 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;






    	-210-



    	 



    



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


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


(iv)        none
of the provisions of this Section 3.17(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


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


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


(d)          When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.17(a) and 3.17(b).


Section
3.18     Sale of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days
after a Defaulted Mortgage Loan or defaulted BWP Trust Subordinate Companion 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 or defaulted BWP Trust Subordinate
Companion 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.






    	-211-



    	 



    



(ii)         If
any Mortgage Loan, Serviced Companion Loan or BWP Trust Subordinate 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, the related Subordinate Loan-Specific
Directing Certificateholder (in the case of the BWP Trust Subordinate Companion Loan) 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, the related Subordinate Loan-Specific Directing Certificateholder (in the case of the BWP Trust Subordinate Companion
Loan) 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 Subordinate
Loan-Specific Directing Certificateholder (in the case of the Trust AB Mortgage Loan), related Companion Holder or related mezzanine
lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised the option
to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell to any Person any Specially
Serviced Mortgage Loan (to the extent consistent with any related Intercreditor Agreement) or may offer to purchase any Specially
Serviced Mortgage Loan, if and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust Fund (or, in the case of any Serviced Whole Loan or Trust AB Whole Loan, the
Trust Fund and the holder of the related Serviced Companion Loan(s) or BWP Trust Subordinate Companion Loan, as a collective whole,
taking into account the pari passu or subordinate nature of the related Serviced Companion Loan(s) or BWP Trust Subordinate
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






    	-212-



    	 



    

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 of value incurred by any such third party shall be covered by, and shall
be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing
Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within
thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an
offer for or purchase any Specially Serviced Mortgage Loan.


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines, in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, with respect to a Serviced Whole Loan, the holder of the related Serviced
Companion Loan(s) or, with respect to the Trust AB Whole Loan, the holders of the Class BWP Certificates, as applicable, and in
either case, as a collective whole (taking into account the pari passu or subordinate nature of such Serviced Companion
Loan(s) or BWP Trust Subordinate 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
Whole Loan, the holder of the related Serviced Companion Loan(s) or, with respect to the Trust AB Whole Loan, the holders of the
Class BWP Certificates, as






    	-213-



    	 



    

applicable,
and in either case, as a collective whole (taking into account the pari passu or subordinate nature of such Serviced Companion
Loan(s) or BWP Trust Subordinate 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 or
Trust AB Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related
Companion Loan or BWP Trust Subordinate Companion Loan, as applicable). The Special Servicer may also offer to sell to any Person
any REO Property (in the case of a Serviced Whole Loan or Trust AB Whole Loan, such sale shall be a sale of the entire REO Property,
including the portion relating to the related Companion Loan or BWP Trust Subordinate Companion Loan, as applicable), 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 or the Holders of the Class BWP Certificates (in the case of the Trust AB Whole
Loan), as applicable. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate
Administrator, the Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust AB Whole Loan) and, prior to
the occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than five (5) Business Days’
prior written notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or
(ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any
REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject
to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the
Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain
from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent
broker pursuant to a brokerage agreement entered into at arm’s length.


(B)          In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest bidder is a
Person other than an Interested Person, or (2) by the Trustee, if the highest






    	-214-



    	 



    

 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 or, with respect to the Trust
AB Whole Loan, the Holders of the Class BWP Certificates, as applicable, and in either case, as a collective whole (taking into
account the subordinate or pari passu nature of any Serviced Companion Loans or BWP Trust Subordinate Companion Loan, as
applicable). 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 or, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates, as applicable,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans or BWP Trust Subordinate Companion Loan, as applicable) (for example, if the prospective buyer making the lower offer is
more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable);
provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


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






    	-215-



    	 



    



(ii)        Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust Fund and the related Companion Holders or the
Holders of the Class BWP Certificates (with respect to the Trust AB Whole Loan), as applicable, 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 defaulted BWP Trust Subordinate Companion 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 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






    	-216-



    	 



    

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 Pari Passu Companion Loan may
waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option
and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the
subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s 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, (A) pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan and (B) pursuant to Section
3.35 herein, the Subordinate Loan-Specific Directing Certificateholder (with respect to the Trust AB 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 or the Subordinate Loan-Specific Directing Certificateholder 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, purchased by the Subordinate Loan-Specific
Directing Certificateholder, 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.






    	-217-



    	 



    



(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.


(h)          In
the event the BWP Trust Subordinate Companion Loan becomes a Defaulted Mortgage Loan, the related Subordinate Loan-Specific Directing
Certificateholder shall be permitted upon irrevocable notice to the Master Servicer, Special Servicer, Trustee, Certificate Registrar,
Depositor, Directing Certificateholder and Senior Trust Advisor, to purchase such BWP Trust Subordinate Companion Loan from the
Trust in exchange for the Class BWP Certificates together with the payment of all fees, costs and expenses and other amounts arising
hereunder, including without limitation any amounts due to the Master Servicer, the Special Servicer, the Senior Trust Advisor
and the Trustee. After such election, the Certificate Registrar shall extinguish the Class BWP Certificates on any Distribution
Date within 45 days of receipt of such notice upon the tender of the Class BWP Certificates by such Holder and the Custodian shall,
upon its receipt of a Request for Release substantially in the form of Exhibit E, deliver the Mortgage Note related to the
BWP Trust Subordinate Companion Loan together with all assignments and allonges necessary to transfer ownership of such Mortgage
Note to such Holder. For federal income tax purposes, the Class BWP Certificateholder shall be deemed to have purchased the BWP
Trust Subordinate Companion Loan for an amount equal to the outstanding Certificate Balance of the Class BWP Certificates and all
accrued unpaid interest thereon, and such amount shall be deemed to be distributed to such Holder in accordance with Section
4.01(b). Notwithstanding anything to the contrary herein, such rights described in this Section 3.18(h) shall expire
if the BWP Trust Subordinate Companion Loan is no longer an asset of the Trust, is otherwise sold pursuant to the terms of this
Agreement, or becomes an REO Loan.


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 or the BWP Trust Subordinate 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 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 or the BWP Trust Subordinate Companion Loan,
as applicable, to the Companion Paying Agent for deposit in the Companion Distribution Account or the BWP REMIC 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 and the Master Servicer or the Special
Servicer, as applicable, shall provide to the related Subordinate Loan-Specific Directing Certificateholder any reports or notices
required to be delivered to the holder of the BWP Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement.






    	-218-



    	 



    

(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 or the BWP Trust Subordinate Companion
Loan, as applicable, deposited in the Certificate Account and available for distribution on the next Distribution Date, the Master
Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation
may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection
period ending on the then-current Determination Date, for successive one-month periods for a total period not to exceed twelve
(12) months (provided that, with respect to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding
six (6) months shall require, prior to the occurrence and continuance of any Control Event, the consent of the Directing Certificateholder),
and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer
or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the
same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable
first from principal collections as described above prior to payment from other collections). In connection with a potential
election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof during the one month collection period ending on the related Determination Date for any Distribution Date, the Master
Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans or the BWP Trust Subordinate
Companion Loan, as applicable, to be received until the end of such collection period before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however,
that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period
will exceed the full amount of the principal portion of general collections deposited in the Certificate Account for such Distribution
Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider
fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to
Section 3.15(c), unless extraordinary circumstances make such notice impractical. Notwithstanding the foregoing, failure
to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s
election whether to refrain from obtaining such reimbursement as described in this Section 3.19(c). Nothing herein shall
give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal
collections then available in the Certificate Account pursuant to Section 3.05(a)(v).


The foregoing shall
not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to
comply with the conditions to making such an election under this section or to comply with the terms of this section and the other
provisions of this Agreement that apply once such an election, if any, has been made; provided, however, that the
fact that a decision to recover such Nonrecoverable






    	-219-



    	 



    



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 (including the Holders of the Class BWP Certificates)
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 or Trust AB Whole Loan (in each case,
to the extent received), the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider
a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information
Provider’s Website in accordance with Section 3.15(c).


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan) or BWP Trust Subordinate Companion 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) or BWP Trust Subordinate Companion 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 BWP Trust Subordinate Companion Loan, or for other purpose consistent
with the Servicing Standard and the Mortgage Loan documents, upon a subsequent default.






    	-220-



    	 



    

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), Trust AB Whole Loan or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of
the related Companion Holder (or the related Subordinate Loan-Specific Directing Certificateholder), 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, BWP Trust Subordinate Companion 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 in the Master Servicer’s possession that may be reasonably requested
by the Special Servicer in order to grant or withhold such consent); provided that in the event that the Special Servicer
does not respond within ten (10) Business Days 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 or BWP Trust Subordinate Companion Loan for more than twelve (12) months from and after the original Maturity
Date of such Mortgage Loan and/or related Companion Loan or BWP Trust Subordinate Companion Loan and such Mortgage Loan and/or
related Companion Loan or BWP Trust Subordinate Companion Loan is not in default or default with respect thereto is not reasonably
foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the
Special Servicer, the Senior Trust Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related
Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor,
to be paid as a Trust Fund expense in accordance with Section 3.11(d)) that such extension would not constitute a “significant
modification” of the Mortgage Loan, BWP Trust Subordinate Companion Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence and continuance
of a Control Event and (ii) other than with respect to any Excluded Loan) obtain the consent of the Directing Certificateholder
(or, (i) after the occurrence and during the continuance of a Control Event but prior to a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan,






    	-221-



    	 



    

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 or the related
Subordinate Loan-Specific Directing Certificateholder 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, BWP Trust Subordinate Companion 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), BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion 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, BWP Trust Subordinate Companion
Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan, BWP Trust Subordinate
Companion 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, BWP Trust Subordinate Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable,
may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related
Mortgage Loan documents, and if so prohibited, at the expense of the Trust Fund) with respect thereto).


(b)          If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan), BWP Trust Subordinate Companion 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






    	-222-



    	 



    

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


In connection with
(i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value
of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any. If, following any such release or taking, the loan-to-value ratio as so calculated
is greater than 125%, the Master Servicer or






    	-223-



    	 



    

Special Servicer,
as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related borrower provides an Opinion of Counsel that if such amount is not paid the related
Mortgage Loan will not fail to be a “qualified mortgage” as defined in Section 860G(a)(3) of the Code.


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced
Mortgage Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Mortgage
Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the
date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the ground lease and, ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect
to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold
estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan, Trust AB Whole 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, BWP Trust Subordinate Companion
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, Serviced Companion
Loan and/or BWP Trust Subordinate Companion Loan that is not in default or as to which default is not reasonably foreseeable only
if the contemplated waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage
Loan or BWP Trust Subordinate Companion 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. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall
provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor
or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other
Person, to be paid out of the Certificate Account pursuant to Section 3.05(a); provided that the Master Servicer
or Special Servicer, as the case may be, shall use its reasonable efforts to






    	-224-



    	 



    



collect such fee from the Mortgagor or such other
Person to the extent permitted under the related Mortgage Loan documents or BWP Trust Subordinate Companion Loan documents, as
applicable). 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 or BWP Trust Subordinate Companion Loan be made on
a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to
any Mortgage Loan, Serviced Companion Loan or BWP Trust Subordinate Companion Loan that is not a Specially Serviced Mortgage Loan.


(e)          In
the event of a modification that creates Mortgage Deferred Interest, (A) (other than any Mortgage Deferred Interest allocable to
the BWP Trust Subordinate Companion Loan, if applicable) 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 and (B) any
Mortgage Deferred Interest allocable to the BWP Trust Subordinate Companion Loan shall be the Class BWP Certificate Deferred Interest,
and) will reduce the Class BWP Distributable Certificate Interest and, to the extent so reduced, will be added to the Certificate
Balance of such Class of Certificates pursuant to Section 4.06.


(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, Companion Loan or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(g)          All
modifications (including extensions), waivers and amendments of the Mortgage Loans, Companion Loans and/or BWP Trust Subordinate
Companion Loan 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 or BWP Trust Subordinate
Companion Loan, if such guarantor’s signature is required by the Special Servicer in accordance with the Servicing Standard).


(h)          With
respect to any modification, waiver or amendment for which it is responsible, the Special Servicer shall notify the Master Servicer,
the Trustee, the Certificate Administrator, the Senior Trust Advisor (after the occurrence and during the continuance of a Control
Event), the Directing Certificateholder (other than (i) following the occurrence of a Consultation Termination Event and (ii) with
respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion
Loan related to a Serviced AB Whole, an AB Control Appraisal
Period has occurred, if applicable), the related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to
the BWP






    	-225-



    	 



    

Trust Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage
Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.15(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, Companion Loan or BWP Trust Subordinate Companion Loan that is modified, waived or amended and the date
thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it
is responsible, the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee,
the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence of a Consultation
Termination Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder), the
applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan
related to a Serviced AB Whole, an AB Control Appraisal Period has occurred, if applicable), the related Subordinate Loan-Specific
Directing Certificateholder (unless, with respect to the related BWP Trust Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master
Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall
promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)). The party
responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered
by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to
the related Companion Holder, if any, or holder of the BWP Trust Subordinate Companion Loan, as applicable. Following receipt
of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver
or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a
Certificate (other than the Class R or Class Z Certificates) upon request. With respect to the processing of any modification,
waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.20(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 (or BWP Trust Subordinate Companion
Loan, if applicable) and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan (or BWP
Trust Subordinate Companion Loan, if applicable) and additional debt. In the event that either (i) the CREFC® Investor
Reporting Package is amended to include such information






    	-226-



    	 



    

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 the Special Servicer’s portion of 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, BWP Trust Subordinate
Companion 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 or BWP Trust
Subordinate Companion Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan or
BWP Trust Subordinate Companion Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and
principal (including payments at maturity) on such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan in compliance with
the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, or BWP Trust
Subordinate 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 or BWP Trust Subordinate 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 or BWP Trust Subordinate 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 or BWP Trust Subordinate 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 or BWP Trust Subordinate Companion Loan documents, the Master Servicer shall
obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating






    	-227-



    	 



    

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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate
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, a Serviced Whole Loan or BWP Trust Subordinate
Companion Loan, as applicable (or any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage
Loan documents, Serviced Whole Loan documents or BWP Trust Subordinate Companion Loan documents, as applicable; provided
that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s
processing and/or consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Major Decision)
reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and
the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage
Loan documents and, if applicable, Companion Loan documents or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further,
that the requirements set forth in Section 3.20(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






    	-228-



    	 



    

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, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate 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, Companion Loan or BWP Trust Subordinate Companion Loan in advance of its Due Date in accordance with
clause (a)(i) of the definition of “Available Distribution Amount” or clause (a) of the definition of
“Class BWP Available Distribution Amount”, as applicable, and not as a prepayment of the related Mortgage Loan, Companion
Loan or BWP Trust Subordinate Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Certificate Account for a period in excess of 365 days (or 366 days in the case of
a leap year).


(l)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a 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






    	-229-



    	 



    

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), Serviced Companion Loan or BWP Trust Subordinate Companion Loan, the Master Servicer or
the Special Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as
applicable, the Senior Trust Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related
Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of
all Privileged Communications, to the Senior Trust Advisor. The Master Servicer shall use its reasonable efforts to provide
the Special Servicer with all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan or BWP
Trust Subordinate 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 or BWP Trust Subordinate Companion Loan until the Special Servicer has commenced the servicing of such
Mortgage Loan and, if applicable, the related Serviced Companion Loan or BWP Trust Subordinate Companion Loan. The Master
Servicer shall deliver to the Trustee, the Certificate Administrator, the Senior Trust Advisor, the related Subordinate
Loan-Specific Directing Certificateholder (with respect to the Trust AB Whole Loan) and ((i) prior to the occurrence of a
Consultation Termination Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy
of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special
Servicer to the Master Servicer, pursuant to this Section 3.21. Prior to the occurrence of a Consultation Termination
Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such
Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.21.


Upon determining that
a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan or BWP Trust Subordinate 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






    	-230-



    	 



    

Servicer, the Senior
Trust Advisor, the related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to the BWP Trust Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Serviced Companion Noteholder (unless
with respect to an AB Subordinate Companion Loan related to
a Serviced AB Whole Loan, an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage
File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon
giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation
to service such Corrected Mortgage Loan shall terminate and the obligations of the Master Servicer to service and administer such
Mortgage Loan and, if applicable, the related Companion Loan or BWP Trust Subordinate Companion Loan shall recommence.


(b)          In
servicing any Specially Serviced Mortgage Loans, Serviced Companion Loans and BWP Trust Subordinate Companion Loan, 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, Serviced Companion Loan or BWP Trust Subordinate
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, BWP Trust Subordinate Companion Loan 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 or BWP Trust Subordinate 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 or
BWP Trust Subordinate Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the Trustee, the
Certificate Administrator, the Directing Certificateholder ((i) prior to the occurrence of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan), the Subordinate Loan-Specific Directing Certificateholder (in the case of the
Trust AB Whole Loan, and only to the extent the BWP Trust Subordinate Companion Loan is not subject to an AB Control Appraisal
Period), the Senior Trust Advisor (after the occurrence and during the continuance of a Control Event and, in the case of a Trust
AB Whole Loan, only after the occurrence and during the continuance of a Control Event and during an AB Control Appraisal Period
with respect to the related BWP Trust Subordinate Companion Loan) and the 17g-5 Information Provider (which shall promptly post
such report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)) and, with respect to any
related Serviced Companion Loan, to the extent such related Serviced Companion Loan has been included in an Other Securitization,
to the master servicer of such






    	-231-



    	 



    

Other Securitization
into which the related Serviced Companion Loan has been sold or to the related Companion Holder. Such Asset Status Report shall
set forth the following information to the extent reasonably determinable based on the information that was delivered to the Special
Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


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


(ii)          a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan or BWP Trust Subordinate Companion Loan, as applicable)
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 or the applicable BWP Trust Subordinate Companion Loan documents. If, with
respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Event, the Directing
Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt, the Special Servicer shall revise
such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days
after such disapproval, to the Directing Certificateholder, the Master Servicer, the Trustee, the Certificate Administrator, the
related Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust AB Whole Loan, and only to the extent the
related BWP Trust Subordinate Companion Loan is not subject to an AB Control Appraisal Period), the related Companion Holder (if
applicable, only to the extent such Companion Holder is not subject to an AB Control Appraisal Period) and the 17g-5 Information
Provider (which shall promptly post such revised Asset Status Report on the 17g-5 Information Provider’s Website in accordance
with Section 3.15(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance
of any Control Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.21(d)
until the Directing






    	-232-



    	 



    

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 or Subordinate
Loan-Specific Directing Certificateholder, as applicable, 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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP
Certificates) or, if a Serviced Whole Loan is involved, the related Companion Holder, and it has made a reasonable effort ((i)
prior to the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan) to contact the
Directing Certificateholder and (B) in any case, shall determine whether such affirmative disapproval is not in the best interest
of all the Certificateholders pursuant to the Servicing Standard and upon such determination shall implement the action recommended
in the Asset Status Report notwithstanding any affirmative disapproval of the Asset Status Report; provided, however,
that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required
pursuant to Section 6.07. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Event has occurred and is continuing), the Special Servicer shall consult with the Senior Trust Advisor,
on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider
alternative actions recommended by the Senior Trust Advisor, in respect thereof, in accordance with the procedures set forth in
Section 6.07 for consulting with the Senior Trust Advisor.


No direction or disapproval
of the Directing Certificateholder or Subordinate Loan-Specific Directing Certificateholder hereunder or under a related Intercreditor
Agreement or failure of the Directing Certificateholder or Subordinate Loan-Specific 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 or BWP Trust Subordinate Companion Loan, the Special Servicer shall prepare an Asset Status Report for any






    	-233-



    	 



    

Serviced AB Whole
Loan or Trust AB Whole Loan, as applicable, upon it becoming a Specially Serviced Mortgage Loan pursuant to this Agreement and
the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset Status
Report, and the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor
Agreement.


Notwithstanding anything
to the contrary herein, (i) the Directing Certificateholder (other than in its capacity as a Certificateholder and other than with
respect to an Excluded Loan) and the Senior Trust Advisor may only consult, to the extent it has consultation rights pursuant to
the terms of this Agreement, with the Special Servicer in connection with, or provide any consent to, any Asset Status Report related
to a Serviced AB Whole Loan or Trust AB Whole Loan for which the related holder of an AB Subordinate Companion Loan or the related
Subordinate Loan-Specific Directing Certificateholder 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
(i) any Certificateholders that are Holders of the Control Eligible Certificates and (ii) with respect to the Trust AB Whole Loan,
the Holders of the Class BWP Certificates), as a collective whole. In addition, after the occurrence and during the continuance
of a Control Event, but prior to the occurrence of a Consultation Termination Event, the Special Servicer shall also consult with
the Directing Certificateholder in connection with each Asset Status Report prior to finalizing and executing such Asset Status
Report and the Directing Certificateholder shall be permitted to propose alternative courses of action within ten (10) Business
Days of receipt of each Asset Status Report; provided that the Directing Certificateholder shall have no consultation rights
with respect to any Excluded Loan. The Special Servicer shall consider any such proposals from the Senior Trust Advisor and/or
the Directing Certificateholder and determine whether any changes to its proposed Asset Status Report should be made, such determination
being made in accordance with the Servicing Standard and the other terms of this Agreement. In the event that the Senior Trust
Advisor or the Directing Certificateholder, as the case may be, does not respond to the Special Servicer within ten (10) Business
Days after receipt of such Asset Status Report, the Special Servicer shall implement the Asset Status Report as proposed by the
Special Servicer; provided that such ten (10) Business Day period shall not begin until the Senior Trust Advisor is furnished
all additional information that it reasonably requests from the Special Servicer in connection with the Senior Trust Advisor’s
review of an Asset Status Report.


After the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other
than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the
Special Servicer with respect to any matter set forth therein. After the occurrence and during the continuance of a Control Event
(and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to any Asset
Status Report under this Section 3.21.






    	-234-



    	 



    

(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, Serviced Companion Loan or BWP Trust Subordinate Companion Loan and reasonably
requested by the Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


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


(f)           Prior
to the occurrence and continuance of a Control Event, no later than two (2) Business Days following the establishment of a Final
Asset Status Report with respect to any Specially Serviced Mortgage Loan (other than any Excluded Loan), the Special Servicer shall
deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset
Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and
shall deliver each Final Asset Status Report with respect to an Serviced AB Mortgage Loan or Trust 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
or related Subordinate Loan-Specific Directing Certificateholder), to the Directing Certificateholder). With respect to any Mortgage
Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Event, within five (5) Business Days
of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then
the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.15(b). If the Directing
Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval,
the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing
Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder has not
approved of the draft summary of the Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary
of the Asset Status Report, then the most recent draft summary of the Asset Status Report delivered by the Special Servicer prior
to such 20th Business Day shall be deemed to be the final summary of the Asset Status Report; provided, further,
however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the
Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special
Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.15(b) notwithstanding such disapproval.
The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days






    	-235-



    	 



    

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 or Trust AB Whole Loan for which the related holder of an AB Subordinate
Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, as applicable, 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 or the related Subordinate Loan-Specific Directing Certificateholder, as applicable, 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 (including,
with respect to the Trust AB Whole Loan, Holders of the Class BWP Certificates) 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 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 or BWP Trust Subordinate Companion Loan pursuant
to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan or BWP Trust Subordinate
Companion 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 or BWP Trust Subordinate Companion






    	-236-



    	 



    



Loan unless and to
the extent the Master Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan or BWP
Trust Subordinate Companion 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 or BWP Trust Subordinate Companion
Loan serviced thereunder at the time such Mortgage Loan or BWP Trust Subordinate Companion 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 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

 



    	-237-



    	 



    

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 BWP Trust Subordinate Companion Loan 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 or the BWP Trust Subordinate
Companion Loan 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
(including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) 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 and the BWP Trust Subordinate Companion Loan for which it is
responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no
event shall the Trust 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.






    	-238-



    	 



    

(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 and the BWP Trust Subordinate Companion Loan subject to a Sub-Servicing Agreement with the Master Servicer,
the Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding
such request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information,
and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case
may be, to the Master Servicer pursuant to the terms hereof.


(i)           Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents
or BWP Trust Subordinate Companion Loan documents, as applicable, without the consent of the Master Servicer or Special Servicer,
as applicable.


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
(including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates), each Serviced






    	-239-



    	 



    

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;






(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;

 



    	-240-



    	 



    

(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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates), 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;


(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;






    	-241-



    	 



    

(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.


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 (other than the BWP
Trust Subordinate Companion Loan), shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s
interest on the Stated Principal Balance of






    	-242-



    	 



    

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) ((i) prior to the occurrence of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and during the
continuance of any Control Event, the Senior Trust Advisor (with respect to the Special Servicer only), regarding the performance
and servicing of the Mortgage Loans, the BWP Trust Subordinate Companion Loan 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.


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


(b)          Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the






    	-243-



    	 



    

 Senior Trust
Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless
the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such
Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator,
the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing
Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder,
the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust
Advisor receive 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,


 



    	-244-



    	 



    

 






the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice
to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


 


(e)          Upon request, the
Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer
and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class
Certificateholder and the Subordinate Loan-Specific Directing 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 or Subordinate Loan-Specific Directing
Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the
Special Servicer. Notwithstanding the foregoing, KKR Real Estate Finance Holdings L.P., 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)         (i) 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 (i) 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 and
(ii) also entitle the related Subordinate Loan–Specific Directing Certificateholder, at all times while the related BWP Trust
Subordinate Companion Loan is not subject to an AB Loan Control Appraisal Period to receive such information with respect to the
related Trust AB Mortgage Loan and the related BWP Trust


 






    	-245-



    	 



    

 


Subordinate Companion Loan, as applicable; provided, however,
that neither the Master Servicer nor the Special Servicer shall provide information that comprises Privileged Information following
the date upon which they receive notice that such BWP Trust Subordinate Companion Loan is subject to an AB Loan Control Appraisal
Period, and thereafter the Master Servicer and the Special Servicer shall only be required to provide such Subordinate Loan–Specific
Directing Certificateholder with such information as is expressly required to be delivered under the related Intercreditor Agreement;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information
required to be delivered under the related Intercreditor Agreement.


 


(i)          Until it receives
notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Senior
Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of
the Controlling Class Certificateholder, the Directing Certificateholder, any AB Whole Loan Controlling Holder and the Subordinate
Loan-Specific Directing Certificateholder.


 


(j)          With respect to
a Serviced Whole Loan or the Trust AB Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced
Whole Loan or Trust AB Whole Loan, the related Serviced Whole Loan Controlling Holder or Subordinate Loan-Specific Directing Certificateholder
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


 






    	-246-



    	 



    

 


the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described
above shall have any consent rights with respect to any Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate
Companion Loan becomes a Corrected Mortgage Loan.


 


(m)        Promptly upon its
determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available
pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the Master Servicer,
the Special Servicer and the Senior Trust Advisor notice of such event and the identity and contact information of the new Controlling
Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator
shall notify the Senior Trust Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of the existence
or cessation of (i) any Control Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s determination
that a Control Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within
ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control
Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application
of any Appraisal Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Event has
occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original Certificate
Balance thereof.”


 


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


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reductions, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Appraisal Reductions.”


 


In the event of any transfer
of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination
of a Control Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation Termination
Event or a Control Event has been terminated and is no longer in effect due to a


 






    	-247-



    	 



    

 


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 and
Trust AB 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, Trust AB 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, the Trust AB 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, related Subordinate Loan-Specific Directing Certificateholder or mezzanine lender, as applicable,
to the extent that the related Intercreditor Agreement provides that such Companion Holder, holder of the related BWP Trust Subordinate
Companion Loan 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, the Subordinate Loan-Specific Directing
Certificateholder 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 or the Subordinate Loan-Specific Directing Certificateholder, as applicable,
will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan or Trust AB Whole
Loan, as applicable, 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, a Subordinate Loan-Specific Directing Certificateholder 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, a Subordinate Loan-Specific Directing Certificateholder 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, Subordinate Loan-Specific Directing Certificateholder or a mezzanine lender unless such Companion
Holder, Subordinate Loan-Specific Directing Certificateholder or mezzanine lender has delivered notice of its identity and contact
information


 






    	-248-



    	 



    

 


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. The Certificate Administrator shall, upon request, deliver contact information to the Master
Servicer and Special Servicer for holders of the Class BWP Certificates. 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, a new Controlling Class
Certificateholder or a new Subordinate Loan-Specific Directing 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,
a new Controlling Class Certificateholder or a new Subordinate Loan-Specific Directing Certificateholder.


 


(c)         No direction or
disapproval of the Companion Holders, the Subordinate Loan-Specific Directing Certificateholder or any mezzanine lender shall (a)
require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable
law or any provision of this Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in
accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the
Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the Master Servicer’s responsibilities under this Agreement.


 


(d)         With respect to
any Serviced Pari Passu Companion Loan, notwithstanding any rights the Senior Trust Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)         Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to any Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan,
to the related Companion Holder, within the


 






    	-249-



    	 



    

 


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.


 


(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 BWP Trust Subordinate Companion
Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or BWP Trust Subordinate
Companion Loan documents or this Agreement requires Rating Agency


 






    	-250-



    	 



    

 


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 or BWP Trust Subordinate
Companion 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 and the BWP Trust Subordinate Companion Loan (other than as set forth in clause (y)
below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist)
with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action
if the Master Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to making such request)
that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not
to apply (as if such requirement did not exist) if (i) Moody’s has not cited servicing concerns of the applicable replacement
as the sole or a material factor in such rating action or any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by
the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding
Rating Agency or (ii) KBRA or DBRS, as applicable, has not cited servicing concerns of the applicable replacement master servicer
or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if KBRA or DBRS, as applicable, 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


 






    	-251-



    	 



    

 


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 or BWP Trust
Subordinate Companion 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 or BWP Trust Subordinate Companion Loan documents for which the Master Servicer or Special Servicer would have been
permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.30(a) shall be deemed not to apply (as
if such requirement did not exist).


 


(c)         For all other matters
or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall deliver Rating Agency
Confirmation from each Rating Agency.


 


Section 3.31     The
Senior Trust Advisor. (a) The Senior Trust Advisor shall promptly review (i) all information made available to Privileged
Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan, and (B) that
is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status
Report delivered to the Senior Trust Advisor by the Special Servicer.


 


(b)         The Senior Trust
Advisor and its Affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer
or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement
(including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law,
rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions
in this Agreement related to Privileged Information, the Senior Trust Advisor agrees that it shall use information received from
the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(c)         (i) After the occurrence
and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment of compliance
report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer,
including each Asset Status Report delivered during the prior calendar year


 






    	-252-



    	 



    

 


(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 (or BWP Trust Subordinate Companion Loan, if applicable) 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 or Trust 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 or Trust AB Whole Loan until
after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject
to the restrictions in this Agreement, including, without limitation, Section 3.31(d) hereof, each such Senior Trust Advisor
Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties
that the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related
to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding
Privileged Information (subject to any permitted exceptions). Such Senior Trust Advisor Annual Report shall be delivered to the
Certificate Administrator (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly post such Senior Trust
Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)); provided,
however, that the Special Servicer shall be given an opportunity to review the Senior Trust Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. 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


 






    	-253-



    	 



    

 


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


 


(d)         Prior to the occurrence
and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan or Trust 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 or Trust AB Whole Loan, after the
occurrence and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior
to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value
in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting
material or additional information necessary in support thereof (including such additional information reasonably requested by
the Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications),
to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and
the Senior Trust Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting
or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application
of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)         In
connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations
of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary
portions of the formula required to be utilized for such


 






    	-254-



    	 



    

 


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 or Trust 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 subcontractors of the Senior Trust Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Senior Trust Advisor.


 


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


 


(h)         As compensation
for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on each Distribution
Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loan but not any Companion
Loan), each REO Loan (other than the portion of an REO Loan


 






    	-255-



    	 



    

 


related to any Serviced Companion Loan) and the BWP Trust Subordinate
Companion Loan. As to each Mortgage Loan, each REO Loan and the BWP Trust Subordinate Companion 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, REO Loan or BWP Trust Subordinate Companion Loan, as the case may be, and in the same manner as
interest is calculated on the related Mortgage Loan, REO Loan or BWP Trust Subordinate Companion 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 BWP Trust Subordinate Companion 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 or
BWP Trust Subordinate Companion Loan documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the
amount of any Senior Trust Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver
is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement
action with respect to the collection of such Senior Trust Advisor Consulting Fee other than requests for collection; provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Senior Trust Advisor
prior to any such waiver or reduction. Notwithstanding the foregoing, the Senior Trust Advisor will have no obligations or consultation
rights with respect to: (i) any Non-Serviced Whole Loan or any related REO Property or (ii) with respect to any Serviced AB Mortgage
Loan, prior to the occurrence and continuance of (1) an AB Control Appraisal Period and (2) a Control Event; provided further,
that the Senior Trust Advisor shall not be entitled to a Senior Trust Advisor Consulting Fee with respect to any Non-Serviced Whole
Loan.


 


(i)          After the occurrence
of a Consultation Termination Event, the Senior Trust Advisor may be removed upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates and the Class
EC Certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Balances of Classes
to which such


 






    	-256-



    	 



    

 


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 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


 






    	-257-



    	 



    

 


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 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


 






    	-258-



    	 



    

 


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, 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.


 






    	-259-



    	 



    

 


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


 


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


 


(c)         In connection with
the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon
the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that


 






    	-260-



    	 



    

 


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.


 


Section 3.35     BWP
Trust Subordinate Companion Loan. (a) With respect to the BWP Trust Subordinate Companion Loan, references to actions being
taken for the benefit of the BWP Trust Subordinate Companion Loan or in the best interests of the holders of the Class BWP Certificates
in this Agreement shall be deemed to be taken (and subject to the same considerations) also for the benefit of, or to be taken
in the best interests of, the Holders of the Class BWP Certificates, as beneficial owners of the BWP Trust Subordinate Companion
Loan.


 


(b)         Any notices, reports
or other information related to the BWP Trust Subordinate Companion Loan required to be delivered by a party under this Agreement
or the related Intercreditor Agreement to the holders of the Class BWP Certificates or the holders of the BWP Trust Subordinate
Companion Loan shall be delivered (in lieu of delivery to such holders) to the Subordinate Loan-Specific Directing Certificateholder
by such party within the same time periods as such notices, reports or other information are required to be delivered to the holder
of the BWP Trust Subordinate Companion Loan.


 


(c)         Any consents required
to be obtained from the holder of the BWP Trust Subordinate Companion Loan under this Agreement or the related Intercreditor Agreement
or any obligation under this Agreement or the related Intercreditor Agreement of the Master Servicer or Special Servicer or other
party to this Agreement to consult with or obtain the consent of or follow the direction of the holder of the BWP Trust Subordinate
Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or follow the direction of
the Subordinate Loan-Specific Directing Certificateholder.


 


(d)         Any rights exercisable
by the holder of the BWP Trust Subordinate Companion Loan under this Agreement or the related Intercreditor Agreement with respect
to the exercise of any right to replace the Special Servicer with respect to the Trust AB Whole Loan, cure rights, rights to post
“threshold collateral” or purchase option rights shall be exercisable by


 






    	-261-



    	 



    

 


the Subordinate Loan-Specific Directing Certificateholder
and any amounts payable, or actions required to be taken in connection with such exercise, shall be payable from or taken by such
Subordinate Loan-Specific Directing Certificateholder, as applicable. In addition, subject to the foregoing and applicable REMIC
Provisions, the Subordinate Loan-Specific Directing Certificateholder may direct the Master Servicer or Special Servicer, on behalf
of the Trustee (as holder of the BWP Trust Subordinate Companion Loan) and the holders of the Class BWP Certificates to implement
the Junior Noteholder’s (as defined in the related Intercreditor Agreement) exercise of any rights, to the extent that the
Junior Noteholder is entitled to such rights under the related Intercreditor Agreement. For the avoidance of doubt, in no event
shall the Master Servicer or the Special Servicer be required to advance any cure payment or purchase price due under the related
Intercreditor Agreement.


 


(e)         Prior to the Special
Servicer (i) obtaining the consent of, or consulting with the Subordinate Loan-Specific Directing Certificateholder to the extent
provided for under the related Intercreditor Agreement, (ii) delivering any Asset Status Report to the Subordinate Loan-Specific
Directing Certificateholder, (iii) permitting the exercise of any cure rights in accordance with the related Intercreditor Agreement,
or (iv) permitting the Subordinate Loan-Specific Directing Certificateholder to exercise any purchase option under the related
Intercreditor Agreement, the Subordinate Loan-Specific Directing Certificateholder shall have delivered to the Special Servicer
an officer’s certificate in form and substance acceptable to the Special Servicer (with a copy to the Master Servicer), as
applicable, stating such party is not the related Mortgagor or an affiliate of the related Mortgagor or acting on behalf of the
related Mortgagor or one or more of its Affiliates.


 


(f)          Subject to Section
3.01(o), at any time the Trust AB Mortgage Loan is not part of the Trust, the Master Servicer or Special Servicer shall have
no obligation to service the related Mortgage Loan and shall solely service the BWP Trust Subordinate Companion Loan until the
BWP Trust Subordinate Companion Loan is removed from the Trust pursuant to Section 3.35(g) and shall have no obligation
to make any Advance with respect to the BWP Trust Subordinate Companion Loan.


 


(g)         Within two (2)
Business Days following the removal of the Trust AB Mortgage Loan from the Trust as a result of the sale of such Trust AB Mortgage
Loan pursuant to Section 3.18, the Special Servicer shall provide written notice (an “Election Notice”)
to the Certificate Administrator who shall notify the Subordinate Loan-Specific Directing Certificateholder that the Holders of
all of the Class BWP Certificates may unanimously elect to exchange their Certificates for the BWP Trust Subordinate Companion
Loan (an “Exchange”) by delivery of written notice (an “Acceptance Notice”) to the Depositor,
Master Servicer, Special Servicer, Certificate Administrator and Trustee within 5 Business Days of receipt of the Election Notice.
In the event an Acceptance Notice is not delivered within such 5 Business Days, the Special Servicer shall use commercially reasonable
efforts to sell the BWP Trust Subordinate Companion Loan, for the fair value of such asset. The Holders of such class of Certificates
shall pay (from its own funds and not from amounts allocable from any portion of the Trust to such Class of Certificates) all costs
and expenses of the Master Servicer, Special Servicer, the Certificate Administrator and Trustee incurred in connection with the
Exchange. The Exchange shall be subject to the reasonable procedures established by the Trustee and Certificate Registrar in connection
with the Exchange.


 






    	-262-



    	 



    

 


Section 3.36     Subordinate
Loan-Specific Directing Certificateholder. (a) The Certificateholder(s) holding more than fifty percent (50%) of the Certificate
Balance of the Class BWP Certificates shall have the right to appoint and replace (for any reason) the Subordinate Loan-Specific
Directing Certificateholder.


 


(b)         The Subordinate
Loan-Specific Directing Certificateholder shall not have any liability to the Holders of the Class BWP Certificates or any other
Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent or failure
to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a Class BWP Certificate
or other Certificate, each holder of a Class BWP Certificate or other Certificate will be deemed to have confirmed its agreement
that the Subordinate Loan-Specific Directing Certificateholder may take or refrain from taking actions, or give or refrain from
giving any consents, that favor the interests of the appointing Certificateholder(s) over any other holder of such Class of Certificates
or other Certificate, and that the Subordinate Loan-Specific Directing Certificateholder may have special relationships and interests
that conflict with the interests of other Holders of such Class of Certificates or any other Certificates, will be deemed to have
agreed to take no action against any Subordinate Loan-Specific Directing Certificateholder or any of its officers, directors, employees,
principals or agents as a result of such special relationships or interests, and that any Subordinate Loan-Specific Directing Certificateholder
will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or
to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given
any consent or having failed to give any consent, solely in the interests of the Holders of the Class BWP Certificates.


 


(c)         Each Holder of
a Class BWP Certificate is hereby deemed to have agreed by virtue of its purchase of such 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 such Certificate by delivering a notice to each such Person substantially in
the form of Exhibit PP attached hereto, the selection of a Subordinate Loan-Specific Directing Certificateholder or the
resignation or removal thereof. The Certificate Administrator and the other parties to this Agreement shall be entitled to assume
that the identity of the Subordinate Loan-Specific Directing Certificateholder has not changed until such parties receive written
notice of a replacement of the Subordinate Loan-Specific Directing Certificateholder from a party holding the requisite interest
in the Class BWP Certificates, or the resignation of the then-current Subordinate Loan-Specific Directing Certificateholder.


 


(d)         With respect to
the Trust AB Whole Loan, the Subordinate Loan-Specific Directing Certificateholder shall be entitled, prior to the occurrence and
continuance of a related AB Control Appraisal Period, to exercise the rights of the “Controlling Noteholder”, as defined
in and under the terms of, the related Intercreditor Agreement.


 


(e)         The Special Servicer
shall be responsible for obtaining any consent of the Subordinate Loan-Specific Directing Certificateholder for “Major Decisions”
(as defined in the related Intercreditor Agreement) or as otherwise required hereunder or under the terms of any related Intercreditor
Agreement.


 






    	-263-



    	 



    

 


Section 3.37     Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special Servicer
or the Senior Trust Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable
to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.37 shall not be separately posted as Excluded Information on the
Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.37 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 3.15. When so posted, Excluded Controlling Class Holders shall be
prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer
or the Senior Trust Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance
with this Section 3.37 until such party has received written notice with respect to the related Excluded Controlling Class
Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not
a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website, such Directing
Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling
Class Loan shall be permitted to obtain such information in accordance with Section 3.15(a).


 


[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(d) with respect to each
Class of Uncertificated Lower-Tier Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier
REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


 


(i)          first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates,
the Class X-A


 






    	-264-



    	 



    

 


Certificates, the Class X-B Certificates, the Class X-C Certificates and the Class X-D Certificates, pro rata
(based upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)         second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-SB Certificates
in reduction of the Certificate Balances thereof: (I) prior to the Cross Over Date (1) first, to the Holders of the Class A-SB
Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB
Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders
of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclause (1) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1)
and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates
has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; and (5) fifth, 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) and (4)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been
reduced to zero; and (II) on or after the Cross Over Date, to the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates,
pro rata (based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3 and Class A-SB Certificates is reduced to zero;


 


(iii)        third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-SB Certificates,
pro rata (based upon the aggregate unreimbursed Collateral Support Deficit allocated to each such Class), until all amounts
of Collateral Support Deficit previously allocated to such Classes, but not previously reimbursed, have been reimbursed in full;


 


(iv)        fourth,
to the Holders of the Class A-S Certificates (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-3 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


 






    	-265-



    	 



    

 


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-3 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);


 


(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,


 






    	-266-



    	 



    

 


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;


 


(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;


 






    	-267-



    	 



    

 


(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 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


 






    	-268-



    	 



    

 


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, for so long as the Certificate Balance of the Class BWP Certificates has not been reduced to zero, the Certificate Administrator
shall apply amounts on deposit in the BWP REMIC Distribution Account (which such amounts shall be limited to amounts collected
on the Trust AB Whole Loan and allocated pursuant to the related Intercreditor Agreement to the BWP Trust Subordinate Companion
Loan), related to the Class BWP Certificates, to the extent of the Class BWP Available Distribution Amount related to the Class
BWP Certificates, in the following order of priority:


 


(i)          first,
to the Class BWP Certificates, in respect of interest, up to an amount equal to the Class BWP Interest Distribution Amount for
that Class;


 


(ii)         second,
to the Class BWP Certificates, in reduction of their Certificate Balance, an amount equal to the Class BWP Principal Distribution
Amount, until the Certificate Balance of the Class BWP Certificates is reduced to zero;


 


(iii)        third,
to the Class BWP Certificates, until all amounts of Class BWP Collateral Support Deficit previously allocated to the Class BWP
Certificates, but not previously reimbursed, have been reimbursed in full; and


 


(iv)        fourth,
to the Class R Certificates, the amount, if any, of the Class BWP Available Distribution Amount remaining in the BWP REMIC Distribution
Account with respect to that Distribution Date.


 


(c)         [Reserved]


 






    	-269-



    	 



    

 


(d)         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(e), 4.01(h) and 4.01(k) 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 LA3, Class LASB and Class LAS Uncertificated Lower-Tier
Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates, (iii)
in the case of the Class LC Uncertificated Interest, the Class X-C Certificates and (iv) in the case of the Class LD Uncertificated
Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates (without regard to any exchange and conversion of the
Exchangeable Certificates for Class 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,
distribution of $100 to the beneficial owner of the Class X-C Certificates on the first Distribution Date pursuant to Section
4.01(g) and distribution of Yield Maintenance Charges pursuant to Section 4.01(f)(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).


 






    	-270-



    	 



    

 


(e)         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.


 


(f)          (i) On each Distribution
Date, Yield Maintenance Charges payable with respect to the Mortgage Loans calculated by reference to a U.S. treasury rate collected
during the related Due Period will be distributed by the Certificate Administrator to the Holders of each Class of Regular Certificates
(excluding the Class E, Class F and Class NR Certificates) in the following manner: (1) pro rata, among (w) the Certificates
in YM Group A, (x) the Certificates in YM Group B, (y) the Certificates in YM Group C and (z) the Certificates in YM Group D, based
upon the aggregate of principal distributed to the Classes of Principal Balance Certificates in each such YM Group on such Distribution
Date (calculated without giving effect to any exchange and conversion of Class A-S, Class B and 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.


 






    	-271-



    	 



    

 


(ii)         No
Yield Maintenance Charge shall be distributed to the Holders of the Class E Certificates, Class F Certificates, Class NR Certificates,
Class R Certificates or Class Z Certificates. After the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-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(f)(i)
shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Uncertificated
Lower-Tier Interests, pro rata based upon the amount of principal distributed in respect of each such Class of Uncertificated
Lower-Tier Interests for such Distribution Date pursuant to Section 4.01(d) above.


 


(iv)        On
each Distribution Date, any Yield Maintenance Charges payable in respect of the Trust AB Whole Loan and received during the related
Due Period and allocable in respect of the BWP Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement
shall be distributed to the Class BWP Certificates.


 


(g)         On the first Distribution
Date only, the Certificate Administrator shall withdraw $100 from the Lower-Tier Distribution Account and shall distribute $100
to the Class X-C Certificates in reduction of their Original Lower-Tier Principal Amount.


 


(h)         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 (i) (other than any amounts allocable to the BWP Trust Subordinate
Companion Loan) 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 and (ii) with respect to any amount allocable to a BWP Trust Subordinate Companion Loan, to reimburse the
Holders of the Class BWP Certificates up to an amount equal to all Class BWP Collateral Support Deficits, if any, previously deemed
allocated to them and unreimbursed after application of the Class BWP Available Distribution Amount for such Distribution Date.
Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving
such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied (i) (other
than any amounts allocable to the BWP Trust Subordinate Companion Loan) 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
and (ii) (with respect to any amount allocable to the BWP Trust Subordinate Companion Loan) to offset future Class BWP Collateral
Support Deficits with respect to the Class BWP Certificates and related Class BWP Collateral Support Deficits


 






    	-272-



    	 



    

 


allocable to the
Class BWP 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(h) 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.


 


(i)          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(j), 4.01(k) and 9.01, all such distributions with respect to each Class on each Distribution Date shall
be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall
be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring
instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at
its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified
in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(j)          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


 






    	-273-



    	 



    

 


(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(j)
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(j).


 


(k)         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(e), as applicable, to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Collateral Support Deficit previously allocated to a Class of Certificates which has since been retired shall
be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by wire transfer
(pursuant to the wiring instructions on file) or by check mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be made in accordance with Section 12.05 at such last
address. The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced
by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof
shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt
to contact such prior Holder in the manner contemplated by Section 4.01(j) as if such Holder had failed to surrender its
Certificates.


 


(l)          On each Distribution
Date, any Excess Interest received during the related Due Period with respect to the Mortgage Loans shall be distributed solely
to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest shall not be available
to pay any other amounts except for distributions on Class Z Certificates set forth in the prior sentence.


 


(m)        On the related
Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loans, the Companion Paying Agent shall make withdrawals
and payments


 






    	-274-



    	 



    

 


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.


 


(n)         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 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.


 






    	-275-



    	 



    

 


(o)         On the first Distribution
Date only, the Certificate Administrator shall withdraw $200 from the Upper-Tier REMIC Distribution Account and distribute $100
to each of the Class X-B Certificates and 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-B Certificates or the Class X-C Certificates,
as applicable (in each case, the related 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 or Class BWP Distributable Certificate Interest, as applicable;


 


(iii)        the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the BWP Trust Subordinate Companion Loan, 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, the BWP Trust Subordinate Companion Loan and any REO Loans, with respect
to the pool of Mortgage Loans and the BWP Trust Subordinate Companion Loan, outstanding immediately before and immediately after
such Distribution Date;


 


(vi)         the
aggregate amount of unscheduled payments received;


 


(vii)        the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans and the BWP Trust Subordinate Companion Loan, with respect to the pool of Mortgage Loans and the BWP Trust
Subordinate Companion Loan, as of the end of the related Due Period for such Distribution Date;


 






    	-276-



    	 



    

 


(viii)       the
number and aggregate principal balance of the Mortgage Loans and the BWP Trust Subordinate Companion Loan (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, and the Class BWP Available Distribution Amount for such Distribution Date;


 


(xi)        the
Accrued Certificate Interest or Class BWP Accrued Certificate Interest, as applicable, in respect of such Class of Certificates
for such Distribution Date, separately identifying any Certificate Deferred Interest or Class BWP Accrued Certificate Interest,
as applicable, for such Distribution Date allocated to such Class of Certificates;


 


(xii)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield Maintenance
Charges, (B) (in the case of the Class Z Certificates), Excess Interest and (C) prepayment premiums;


 


(xiii)      the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiv)       the
Scheduled Principal Distribution Amount or scheduled principal distribution amount for the Class BWP Certificates, as applicable,
and the Unscheduled Principal Distribution Amount or unscheduled principal distribution amount for the Class BWP Certificates,
as applicable, for such Distribution Date, with respect to the pool of Mortgage Loans and Trust AB Whole Loan, respectively;


 


(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
or Class BWP Collateral Support Deficit, as applicable, on such Distribution Date and the aggregate amount of all reductions as
a result of allocations of Collateral Support Deficits or Class BWP Collateral Support Deficit, as applicable, in respect of the
Principal Balance Certificates or the Class BWP 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 and Class Z Certificates) immediately following such
Distribution Date;


 






    	-277-



    	 



    

 


(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 and, with respect to the Trust AB Whole Loan, the amount allocable to the related Mortgage
Loan and BWP Trust Subordinate Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the total
Appraisal Reduction effected in connection with such Distribution Date, together with a detailed worksheet showing the calculation
of each Appraisal Reduction on a current and cumulative basis;


 


(xviii)     the
current Controlling Class;


 


(xix)      the
number and related Stated Principal Balance of any Mortgage Loans or the BWP Trust Subordinate Companion Loan 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 or Class BWP Class Unpaid Interest Shortfall for such Class and as of such
Distribution Date;


 


(xxi)      a
loan-by-loan listing of each Mortgage Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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), 4.01(d) and 4.01(h);


 


(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 or Class BWP Collateral Support Deficit, as applicable;


 


(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 or BWP Trust Subordinate Companion 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


 






    	-278-



    	 



    

 


such Liquidation Event (separately identifying the portion thereof allocable to distributions on the
Certificates), and (C)(i) 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 or (ii) the amount of any Class BWP
Collateral Support Deficit allocated to the Class BWP Certificates;


 


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


 


(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), with respect to the pool of Mortgage Loans and the amount of interest on Servicing 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 BWP Trust Subordinate Companion Loan;


 


(xxxi)     the
then-current credit support levels for each Class of Certificates;


 


(xxxii)    the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans and the BWP Trust Subordinate Companion Loan (each separately
identified) 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;


 






    	-279-



    	 



    

 


(xxxiv)   a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan or BWP
Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller;


 


(xxxv)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and


 


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


 


In the case of information
furnished pursuant to clauses (i), (ii), (xi), (xii), (xv), (xx), (xxiv), (xxv)
and (xxxvi) above, (i) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate and (ii) the Class 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 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


 






    	-280-



    	 



    

 


including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not
be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.15 and 4.02(c),
other than information produced by the Master Servicer or Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer shall
from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such
information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Statement to Certificateholders
required by Section 4.02(a) and allocating Collateral Support Deficit to the Certificates in accordance with Section
4.04.


 


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


 






    	-281-



    	 



    

 


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 with respect to the Mortgage Loans, or (iii) make P&I
Advances in the form of any combination of clauses (i) and (ii), aggregating the total amount of P&I Advances
to be made. Any amounts held in the Certificate Account for future distribution and so used to make P&I Advances with respect
to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer
by deposit in the Certificate Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances
were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with
respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect
to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master
Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall
make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless
the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate
Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to make
a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m.,
New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal
to the CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans shall not be remitted to
the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Certificate
Account for payment to CREFC® on such Distribution Date.


 


(b)         Subject to Section
4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with respect to
any Distribution Date and each Mortgage Loan, shall be equal to the aggregate of: (i) the Monthly Payments (net of related Servicing
Fees) other than Balloon Payments, that were due on the Mortgage Loans (including the Non-Serviced Mortgage Loan) and any REO Loan
(excluding any portion allocable to any related Companion Loan or the BWP Trust Subordinate Companion Loan, if applicable) during
the related Due Period and delinquent as of the close of business on the Business Day preceding


 






    	-282-



    	 



    

 


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 or the BWP Trust Subordinate
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 or the BWP Trust Subordinate 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 or the BWP Trust Subordinate
Companion Loan.


 


(c)         Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced Companion Loan. If the
Master Servicer or Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if
made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer
receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case
may be, that either has determined in accordance with the applicable Non-Serviced Pooling Agreement with respect to a Non-Serviced
Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced Pooling Agreement that is similar to a P&I Advance is, a nonrecoverable
advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the Master Servicer shall not be required to make any additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination
may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer or the Trustee, as the case may be, shall have
the sole


 






    	-283-



    	 



    

 


discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would
be, or is, as applicable, a Nonrecoverable Advance.


 


(d)         In connection with
the recovery of any P&I Advance out of the Certificate Account, pursuant to Section 3.05(a), the Master Servicer shall
be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then on deposit in
the Certificate Account (but in no event from any funds allocable to a Serviced Companion Loan or the BWP Trust Subordinate Companion
Loan (unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i)
made with respect to a Mortgage Loan until after the related Due Date has passed and any applicable grace period has expired or
(ii) if the related Monthly Payment is received after the Determination Date but on or prior to the related P&I Advance Date.
The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.19 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Certificate Account.


 


(e)         Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any Companion
Loan or the BWP Trust Subordinate Companion Loan and (ii) if an Appraisal Reduction has been made with respect to any Mortgage
Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction has been made in accordance with the related Non-Serviced
Pooling Agreement and the Master Servicer has notice of such Appraisal Reduction) then in the event of subsequent delinquencies
thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be
reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal
the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date
without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the
Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction
(or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction allocated to the related Mortgage Loan), if
any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution
Date. For purposes of the immediately preceding sentence, the Monthly Payment due on the Maturity Date for a Balloon Mortgage Loan
will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)          In no event shall
either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan or the BWP Trust
Subordinate 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


 






    	-284-



    	 



    

 


Administrator shall calculate the amount, if any, by which (X)(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 (in each case, excluding any portion allocable to any related Companion Loan or BWP Trust Subordinate
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”) and (Y) with respect to the BWP Trust Subordinate Companion Loan (i) the
Stated Principal Balance of such BWP Trust Subordinate Companion Loan (including the assumed Stated Principal Balance if such
BWP Trust Subordinate Companion Loan has become an REO Loan) expected to be outstanding immediately following such Distribution
Date is less than (ii) the aggregate Certificate Balance of the Class BWP Certificates after giving effect to distributions of
principal on such Distribution Date and the allocation of any applicable Class BWP Certificate Deferred Interest pursuant to Section
4.06 (any such deficit with respect to the Class BWP Certificates, the “Class BWP Collateral Support Deficit”).
Any allocation of Collateral Support Deficit to a Class of Regular Certificates or of Class BWP Collateral Support Deficit to
the Class BWP Certificates, as applicable, shall be made by reducing the Certificate Balance thereof by the amount so allocated.
Any Collateral Support Deficit or Class BWP Collateral Support Deficit, as applicable, so allocated to a Class of Regular Certificates
or Class BWP Certificates, as applicable, shall be allocated among the respective Certificates of such Class in proportion to
the Percentage Interests evidenced thereby. The allocation of Collateral Support Deficit or Class BWP Collateral Support Deficit,
as applicable, shall constitute an allocation of losses and other shortfalls experienced by the Trust Fund. Reimbursement of previously
allocated Collateral Support Deficit or Class BWP Collateral Support Deficit, as applicable, will not constitute distributions
of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and
previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan,
the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
that previously were allocated Collateral Support Deficit, in sequential order, in each case up to the amount of the unreimbursed
Collateral Support Deficit allocated to such Class of Principal Balance Certificates.


 


(b)         On each Distribution
Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as a write-off to the
extent of any Collateral Support Deficit, if any, allocable to such Certificates with respect to such Distribution Date. Any such
write off shall be allocated first, to the Class NR Certificates, second, to the Class 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


 






    	-285-



    	 



    

 


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-3 and Class
A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.
On each Distribution Date, the Certificate Balance of the Class BWP Certificates will be reduced without distribution as a write-off
to the extent of any Class BWP Collateral Support Deficit attributable to the related BWP Trust Subordinate Companion Loan in accordance
with Section 4.04(a). Any such write-off with respect to the BWP Trust Subordinate Companion Loan shall be allocated to
the Class BWP Certificates until the remaining Certificate Balance of such Class has 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 BWP, Class X, Class R and Class Z Certificates) in reverse sequential
order to notionally reduce the related Certificate Balances (without giving effect to any exchange of the Exchangeable Certificates
for Class 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 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 and BWP
Trust Subordinate Companion Loan (which notification may be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update


 






    	-286-



    	 



    

 


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), the Trust AB Whole Loan and each Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred (unless such Mortgage Loan, Serviced Whole Loan or Trust AB 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, BWP Trust Subordinate Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of
each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged
Property has materially changed, notify the


 






    	-287-



    	 



    

 


Master Servicer of the occurrence of such anniversary or determination and order an
Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing
Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable
and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in
accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator,
the Trustee, the Senior Trust Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal
obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer
from the Master Servicer 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, ((i) prior to the
occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan, BWP
Trust Subordinate Companion Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and such report shall be delivered
in the CREFC® Appraisal Reduction Template format; provided,
however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure
by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer
(or the Special Servicer if the related 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, BWP Trust Subordinate Companion Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable.
Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer
shall consult with the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required
under the related Intercreditor Agreement) with respect to any Appraisal, valuation or downward adjustment in connection with an
Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required
to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan,
BWP Trust Subordinate Companion Loan, Serviced Whole Loan or Trust AB 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


 






    	-288-



    	 



    

 


valuation, as
applicable, in calculating any Appraisal Reduction with respect to such Mortgage Loan or related Companion Loan, BWP Trust Subordinate
Companion Loan, Serviced Whole Loan or Trust AB Whole Loan; provided that the Special Servicer is not aware of any material
change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The Master
Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required
to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such information,
within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation
of the applicable internal valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve
the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four
(4) Business Days following the Special Servicer’s reasonable request.


 


(d)         Any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan or BWP Trust Subordinate Companion Loan and any
Serviced Whole Loan or Trust AB 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 or BWP Trust Subordinate Companion Loan and any Serviced Whole Loan or Trust AB 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 and the Trust AB 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) (or the BWP Trust Subordinate Companion Loan, as applicable) that comprise such
Serviced Whole Loan (or the Trust AB Whole Loan, as applicable). Any Appraisal Reduction in respect of a Serviced AB Whole Loan
(or Trust AB Whole Loan) shall be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (or BWP Trust Subordinate
Companion Loan, as applicable) (until the principal balance thereof is notionally reduced to zero by such Appraisal Reductions)
and second, to the related AB Mortgage Loan (or Trust AB Mortgage Loan, as applicable). 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, (i) 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


 






    	-289-



    	 



    

 


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 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-3 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 and
(ii) the amount of interest distributable to the Class BWP Certificates shall be reduced by an amount equal to the amount of Mortgage
Deferred Interest for the related BWP Trust Subordinate Companion Loan for the Due Date occurring in the related Due Period allocated
to such Class of Certificates, such Mortgage Deferred Interest to be allocated to the Class BWP Certificates, as Class BWP Certificate
Deferred Interest up to the Class BWP Accrued Certificate Interest for such Distribution Date.


 


(b)         On each Distribution
Date, the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates,
Class A-S 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, and the Certificate Balance of the Class BWP Certificates
shall be increased by the amount of Class BWP Certificate Deferred Interest allocated to such Class of Certificates on such Distribution
Date pursuant to Section 4.06(a)(ii) 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.


 






    	-290-



    	 



    

 


Section 4.07     Grantor
Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, which consists
of (i) the Excess Interest, the Excess Interest Account and proceeds thereof, and (ii) 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, the Upper-Tier REMIC and BWP Trust Subordinate Companion Loan REMIC) shall be conducted so as to qualify
such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Class EC and Class Z Certificateholders in the Grantor Trust
so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal
Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other
form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish,
or cause to be furnished, to the Class EC and Class Z Certificateholders, their allocable share of income and expense with respect
to the Exchangeable Certificates and the Class EC Distribution Account, and the Excess Interest and Excess Interest Distribution
Account, respectively, in the time or times and in the manner required by the Code.


 


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


 


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


 


(d)         The Certificate
Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator
or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each holder of Class Z
or Class EC Certificates, by acceptance of its


 






    	-291-



    	 



    

 


interest in such class of securities, will be deemed to have agreed to provide the
Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date
of sale. Absent receipt of information regarding any sale of Class Z or Class 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 Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator shall make
reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent the receipt
of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator
shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.08     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Statement
to Certificateholders, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available
pursuant to Section 3.15(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties
or (C) the Senior Trust Advisor relating to the Senior Trust Advisor Annual Report or actions by the Special Servicer referenced
in any Senior Trust Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Senior Trust Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable
period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate
Administrator or the 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


 






    	-292-



    	 



    

 


(i) any Inquiry is beyond the
scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust Fund and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents
or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Senior Trust Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special
Servicer or the Senior Trust Advisor, shall promptly notify the Certificate Administrator of such determination. In addition,
no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of its response
to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry
will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered
shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the
Special Servicer, the Certificate Administrator and the Senior Trust Advisor shall not answer an Inquiry if it determines, in
its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing
Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator or Senior Trust Advisor, as applicable, (v) answering any Inquiry would require
the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference
should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Senior
Trust Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only
to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective
Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Senior Trust Advisor or any of their respective Affiliates will certify to any of the information posted in the
Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The
Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer
thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The
Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate
Administrator’s Website. Notwithstanding the foregoing, the Senior Trust Advisor shall not be required to 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


 






    	-293-



    	 



    

 


that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)         The 17g-5 Information
Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The “Rating
Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s
Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Statements to Certificateholders,
or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties
(each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been previously
submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each such
submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related
information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry
from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer
such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider
shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with
the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any
reports posted 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


 






    	-294-



    	 



    

 


and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer,
as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the
17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating
Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information
Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, nor any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through
and including A-20, 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 BWP Certificates will be issued in
minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000. 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 R and Class Z Certificates)
will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral
multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class
does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate


 






    	-295-



    	 



    

 


Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00
that does not exceed such amount. The Class R and Class Z Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R or Class Z Certificates and in integral multiples of 1% in excess thereof.


 


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


 


Section 5.02     Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to KKR Real Estate Finance Holdings L.P.) 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.


 






    	-296-



    	 



    

 


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.


 


The Class BWP Certificates
shall not be offered in Offshore Transactions in reliance on Regulation S under the Act.


 


(b)         Certificates of
each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the
Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the
Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of
the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from
time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided. The Class BWP Certificates may only be offered and sold to Qualified Institutional Buyers in reliance
on Rule 144A.


 


(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. The Class BWP Certificates shall not be offered, sold or transferred to investors
that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. 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


 






    	-297-



    	 



    

 


events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


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


 


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


 


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


 






    	-298-



    	 



    

 


its office designated
in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation
S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or
Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit
I hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule
144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of
Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


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


 






    	-299-



    	 



    

 


beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such
exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


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


 






    	-300-



    	 



    

 


making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)          Temporary Regulation
S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such Temporary Regulation S Book-Entry
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same
Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts
of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate
Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S
Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates
referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate
or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement
and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation
S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and
shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby.
Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate
and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)         Non-Book Entry
Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate) wishes
at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same
Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the
form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable 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


 






    	-301-



    	 



    

 


Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and
deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by
such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to
the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


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


 


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


 


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


 


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


 


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


 


(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


 






    	-302-



    	 



    

 


Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i)
a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1
attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan subject to the fiduciary
responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section
3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d)
of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on
behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the purchase and
holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar
Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a person
not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Underwriters, the Senior Trust Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any
ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter described
in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Initial Purchasers, the Underwriters, the Senior Trust Advisor or the Trust Fund. Each Certificate
Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the
provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under
applicable law.


 


(n)         No Class R or Class
Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or any person
acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA) to purchase such Class R or Class Z Certificate. Each prospective transferee of a Class R or Class Z Certificate
shall deliver to the transferor and the Certificate Administrator a representation letter,


 






    	-303-



    	 



    

 


substantially in the form of Exhibit
F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. Any
attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest
no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


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


 


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


 


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


 






    	-304-



    	 



    

 


Certificate, require a statement from the proposed transferor substantially in
the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements therein are false.


 


(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(o)         The Class R Certificates
may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)         Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this
Agreement.


 


Section 5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice to the Certificate Registrar that such 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


 






    	-305-



    	 



    

 


stolen
Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent of
any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


Section 5.06     Access
to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as
current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (a) requests in writing from the Certificate Registrar a
list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires to communicate with other
Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides a copy of the communication
which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the
receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during
normal business hours to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which such information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Senior Trust Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time
to time upon request therefor.


 


Upon the written request
of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder desires the Certificate
Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact (a
“Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes to transmit,
the Certificate Administrator 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


 






    	-306-



    	 



    

 


with delivering any such Special
Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate,
agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.07     Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


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


 


(c)         The Certificate
Administrator, at the expense of the Trust Fund (but only if such amount constitutes “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith.


 


(d)         The Certificate
Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)         The Certificate
Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(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.


 






    	-307-



    	 



    

 



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 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


 






    	-308-



    	 



    

 


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
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 (including in its capacity as Companion Paying Agent), the Senior Trust
Advisor and the Special Servicer shall be liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Senior Trust Advisor and the Special Servicer herein.


 


Section 6.02     Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer. (a) Subject
to subsection (b) below, the Depositor, the Master Servicer and the Special Servicer each will keep in full effect its
existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each
will obtain and preserve its qualification to do business as a foreign 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, the


 






    	-309-



    	 



    


 


BWP Trust Subordinate Companion Loan or Companion Loans and to perform its respective duties under this Agreement.


 


(b)         The Depositor,
the Master Servicer, the Special Servicer and the Senior Trust Advisor each may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial
mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting
from any merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer or the Senior Trust Advisor
shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer or the Senior
Trust Advisor, shall be the successor of the Depositor, the Master Servicer, the Special Servicer or the Senior Trust Advisor (such
Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving Entity”),
as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor
shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer or the Senior Trust
Advisor, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation
or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and,
with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.30); provided, further, that if the Master
Servicer, the Special Servicer or the Senior Trust Advisor enters into a merger and the Master Servicer, the Special Servicer or
the Senior Trust Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer
or the Senior Trust Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation
with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings;
provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the
trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer or the Senior Trust Advisor notifies the Depositor in writing (a “Merger Notice”) of any
such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization,
as the case may be, notifies the Master Servicer, the Special Servicer or the Senior Trust Advisor, as applicable, in writing that
the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has
not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the
depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld
or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Senior Advisor may
remain the Master Servicer, Special Servicer or Senior Trust Advisor, as applicable, under this Agreement after (x) being merged
or consolidated with or into any Person


 






    	-310-



    	 



    

 


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 and the BWP Trust Subordinate Companion Loan pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


 


Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others. (a) None of
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Senior Trust
Advisor and their respective Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders (including, with respect to
the Trust AB Whole Loan, the Holders of the Class BWP Certificates) 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 BWP Trust Subordinate Companion Loan, 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


 






    	-311-



    	 



    

 


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 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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class
BWP Certificates) (and, in the case of any Serviced Whole Loan or Trust AB Whole Loan, the rights of the Certificateholders (including,
with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) 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 or Trust AB Whole Loan and/or the holder of any related Companion Loan or BWP Trust
Subordinate Companion Loan, as applicable, are involved, such expenses, costs and liabilities will be payable out of funds related
to the applicable Serviced Whole Loan or Trust AB 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 or
the Trust AB Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan, Companion
Loan or BWP Trust Subordinate Companion Loan, then any subsequent recovery on that Mortgage Loan, Companion Loan or BWP Trust Subordinate
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,


 






    	-312-



    	 



    

 


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, the Companion Loans or the BWP Trust Subordinate Companion Loan 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 or the BWP Trust Subordinate Companion Loan entitling the Trust
to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense
of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)         Each of the Trustee
and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator (in the case
of the Trustee), the Trustee (in the case of the Certificate Administrator), the Senior Trust Advisor and the Trust and any partner,
director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The


 






    	-313-



    	 



    

 


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 or the BWP Trust Subordinate Companion Loan 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 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


 






    	-314-



    	 



    

 


notify the Senior Trust Advisor if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans or the BWP Trust Subordinate Companion Loan 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-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


 






    	-315-



    	 



    

 


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.


 


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


 






    	-316-



    	 



    

 


(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 or Trust AB Whole Loan for which the
related holder of an AB Subordinate Companion Loan or BWP Trust Subordinate Companion Loan is not subject to an AB Control Appraisal
Period, for so long as no Control Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise
(1) the Special Servicer with respect to all Specially Serviced Mortgage Loans other than any Excluded Loan, (2) the Special Servicer
with respect to Non-Specially Serviced Mortgage Loans other than any Excluded Loan, as to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer with respect to all Mortgage Loans
other than any Excluded Loan, and the BWP Trust Subordinate Companion Loan, for which an extension of maturity is being considered
by the Special Servicer or by the Master Servicer subject to consent or deemed consent of the Special Servicer, and notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section
6.07, (i) the Master Servicer, shall not be permitted to take any of the following actions (each a “Major Decision”)
unless it has obtained the consent of the Special Servicer and (ii) with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan or any Excluded Loan), any Serviced Whole Loan or Trust AB 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 or Trust AB Whole Loan as come into and continue in default;


 


(ii)         any
modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation,
the timing of payments and acceptance of discounted payoffs but excluding waiver of Default Interest or late payment charges) of
a Mortgage Loan or Trust AB Whole 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 defaulted BWP Trust Subordinate Companion Loan, as
applicable, or any REO Property (other than in connection with the termination of the Trust) for less than the applicable Purchase
Price;


 






    	-317-



    	 



    

 


(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 or release or substitution of a guarantor 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 Trust AB Whole
Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent
to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent
of the lender under the related loan agreement;


 


(vii)        any
property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000) or
franchise changes with respect to a Mortgage Loan or Trust AB Whole Loan for which the lender is required to consent or approve
under the Mortgage Loan documents;


 


(viii)       releases
in the aggregate of $100,000 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 or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor 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 or Trust AB Whole Loan following a default or event of default under
the related Mortgage Loan or Trust AB Whole Loan documents;


 


(xii)        any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Mortgage Loan, or any action to enforce rights with respect thereto; and


 


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


 


provided, however, that, in
the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement
to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter


 






    	-318-



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates)
(or, with respect to any Serviced Whole Loan or Trust AB Whole Loan, the interest of the Certificateholders (including, with respect
to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) 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 or BWP Trust Subordinate
Companion Loan, 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 not relating to any Excluded Loan (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to a Consultation Termination Event hereunder) and consider alternative actions recommended
by the Directing Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing
Certificateholder within 10 days following its written request for input on any required consultation, the Special Servicer shall
not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however,
that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the
Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. In addition,
after the occurrence and during the continuance of a Control Event and with respect to any Serviced AB Mortgage Loan or Trust AB
Whole Loan, after the occurrence and during the continuation of both a Control Event and an AB Control Appraisal Period, the Special
Servicer shall also consult with the Senior Trust Advisor in connection with any proposed Major Decision (and any other actions
which otherwise require consultation with the Senior Trust Advisor after the occurrence and during the continuance of a Control
Event hereunder) and consider alternative actions recommended by the Senior Trust Advisor, in respect thereof, provided
that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Senior Trust
Advisor within ten (10) days following the later of (i) its written request for input on any required consultation and (ii) delivery
of all such additional information reasonably requested by the Senior Trust Advisor related to the subject matter of such consultation,
the Special Servicer shall not be obligated to consult with the Senior Trust Advisor on the specific matter; provided, however,
that the failure of the Senior Trust Advisor to respond on any specific matters shall not relieve the Special Servicer from its
obligation to consult with the Senior Trust Advisor on any future matter with respect to the applicable Mortgage Loan or any other
Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a


 






    	-319-



    	 



    

 


Control
Event has occurred and is continuing), the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis,
in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by
the Senior Trust Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.07 for consulting
with the Senior Trust Advisor.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Event has occurred and is continuing, the Directing
Certificateholder subject to any rights, if any, of the related Companion Holder or the related Subordinate Loan-Specific Directing
Certificateholder to advise the Special Servicer with respect to the related Serviced Whole Loan or Trust AB Whole Loan, as applicable,
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 or the BWP Trust Subordinate Companion 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 BWP Trust Subordinate Companion 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 (including,
with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates).


 


With respect to the Trust
AB Whole Loan, prior to the occurrence of an AB Control Appraisal Period with respect to the related BWP Trust Subordinate Companion
Loan, the Directing Certificateholder shall not be entitled to exercise the above described rights, and any control and consultation
rights shall be held by the Class BWP Directing Certificateholder on behalf of the Holders of the Class BWP Certificates in accordance
with the Bridgewater Place Intercreditor Agreement.


 


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 or BWP Trust Subordinate Companion 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


 






    	-320-



    	 



    

 


or BWP Trust Subordinate Companion Loan, applicable law or the Servicing Standard or any other provisions of this Agreement,
will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability 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.


 






    	-321-



    	 



    

 


(b)         Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Event (and at any time
with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any action taken
or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Event but prior
to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other
applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded Loan) in connection
with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation
Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no direction,
consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section 7.01     Servicer
Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination Event,”
wherever used herein, means any one of the following events:


 


(i)          (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Certificate Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)          any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Certificate Account or any other required account hereunder, any
amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of
this Agreement; or


 


(iii)         any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A)
with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case of
the Master


 






    	-322-



    	 



    

 


Servicer’s failure to make a Servicing Advance or (C) fifteen (15) Business Days in the case of a failure to pay
the premium for any property insurance policy required to be maintained) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be,
by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other
party to this Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% or, solely
as it relates to the servicing of a Serviced Pari Passu Whole Loan, by the related Serviced Companion Noteholder(s); provided,
however, if such failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently
pursuing such cure, such period will be extended an additional thirty (30) days; provided, further, however,
that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)         any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 3.23
or Section 3.24, as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holders of any Non-Serviced Companion Loan(s)) and which continues unremedied for a period
of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to
the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee,
or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% or, solely as it relates to the servicing of a Serviced
Pari Passu Whole Loan, by the related Serviced Companion Noteholder(s); provided, however, that if such breach is
capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional thirty (30) days; or


 


(v)          a decree
or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special Servicer
and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days; or


 


(vi)         the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)        the
Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for


 






    	-323-



    	 



    

 


the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)       any
of Moody’s, KBRA or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty
(60) days) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or Special
Servicer, as applicable, as the sole or a material factor in such rating action.


 


(b)         If any Servicer
Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so
long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written direction
of ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to at least 25% of the
Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master Servicer
or the Special Servicer, as applicable, upon five (5) Business Days’ written notice if there is a Servicer Termination Event
under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor and
the Senior Trust Advisor, all of the rights (subject to Section 3.11 and Section 6.03) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the BWP Trust Subordinate Companion Loan 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 the BWP Trust Subordinate
Companion Loan 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
or the BWP Trust Subordinate Companion Loan 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


 






    	-324-



    	 



    

 


it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer to the Certificate Account or any Servicing Account (if
it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with
respect to the Mortgage Loans, the BWP Trust Subordinate Companion Loan 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)
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 and the BWP Trust Subordinate Companion Loan 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 and the rights of the Holders of
the Class BWP


 






    	-325-



    	 



    

 


Certificates pursuant to the related Intercreditor Agreement at any time prior to the occurrence and continuance
of a Control Event and other than with respect to any Excluded Loan, the Directing Certificateholder shall be entitled to terminate
the rights (subject to Section 3.11 and Section 6.03) and obligations of the Special Servicer under this Agreement,
with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate
Administrator, the Trustee and the Senior Trust Advisor; such termination to be effective upon the appointment of a successor special
servicer meeting the requirements of this Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder
(other than with respect to any Excluded Loan) shall appoint a successor special servicer; provided, however, that
(i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency
Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30) and (iii) no replacement of the Special Servicer shall
be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 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


 






    	-326-



    	 



    

 


to the Certificates pursuant to Section 3.30), the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.15(b)
and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard, which such vote shall occur
within one hundred-eighty (180) days of the posting of such notice. Upon the written direction of Holders of Certificates evidencing
at least 75% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the
Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special
Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Statement to Certificateholders
a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii)
register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for which the holder of the related AB Subordinate
Companion Loan is not subject to an AB Control Appraisal Period and shall not apply to a Trust AB Whole Loan if the related BWP
Trust Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan Controlling
Holder or Subordinate Loan-Specific Directing Certificateholder, as applicable, shall have the right, prior to the occurrence and
continuance of an AB Control Appraisal Period, to replace the Special Servicer solely with respect to the related AB Whole Loan
or Trust AB Whole Loan, as applicable, 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 or Trust AB Whole Loan, as applicable 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 or Trust AB Whole Loan, as applicable, 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 the 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


 






    	-327-



    	 



    

 


Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the special
servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated
at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Senior Trust Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Senior Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written recommendation in the form of Exhibit W attached hereto (which form may be modified or supplemented from time
to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the
terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer, which
shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all
Certificateholders of such 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 or the Trust AB Whole Loan so long as the related Serviced Companion Noteholder or BWP Trust Subordinate
Companion Loan, as applicable, 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


 






    	-328-



    	 



    

 


the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of doubt,
the indemnification of the Senior Trust Advisor in Section 6.03 shall include, subject to the limitations set forth in Section
6.03, any action or claim arising from, or relating to, the Senior Trust Advisor’s determination under this Section
7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal
of the Special Servicer).


 


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


 


(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).


 


(g)         If any Servicer
Termination Event on the part of the Master Servicer affects the BWP Trust Subordinate Companion Loan, and the Master Servicer
is not otherwise terminated, then the related Subordinate Loan-Specific Directing Certificateholder shall be entitled to direct
the Trustee to appoint a sub-servicer solely with respect to the related Trust AB Whole Loan (or if the related Trust AB Whole
Loan is currently being sub-serviced, to replace the current Sub-Servicer, but only if such Sub-Servicer is in default under the
related Sub-Servicing Agreement). The appointment or replacement of the Master Servicer or a Sub-Servicer with respect to a Trust
AB Mortgage Loan, as contemplated above, shall in any event be subject to receipt of Rating Agency Confirmation from each Rating
Agency.


 


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


 






    	-329-



    	 



    

 


such successor to the Master Servicer
or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder
as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer,
as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the
benefit of, all of the rights, (subject to Section 3.11 and Section 6.03) benefits, responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer or
Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master
servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer
or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer
or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor
Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan or BWP Trust Subordinate Companion 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, the Companion Loans or the BWP Trust Subordinate Companion Loan which the Master Servicer would
have been entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other
benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as
successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been
entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer
or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master
Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but
only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may
be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if
the Trustee is not approved as a servicer by each Rating Agency, or if, (i) prior to the occurrence and continuance of a Control
Event and (ii) other than with respect to any Excluded Loan, the Directing Certificateholder (solely with respect to the Special
Servicer) or the Holders of Certificates entitled to at least 25% of the Voting Rights 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


 






    	-330-



    	 



    

 


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 and the BWP Trust Subordinate Companion Loan as it and such successor shall agree; provided, however, that
no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in
excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master
Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated with the transfer
of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the
predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the
case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for
such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust
Fund; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for
such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and
expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust Fund. In the event of a termination without cause, such costs and expenses shall be borne
by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator
and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master
Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the
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.


 






    	-331-



    	 



    

 


(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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class
BWP Certificates and the related Subordinate Loan-Specific Directing Certificateholder) (and, if a Serviced Whole Loan is affected,
the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04     Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within
twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event;
provided, however, that a Servicer Termination Event under clause (i) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes. Upon any such waiver of a Servicer Termination Event, such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust Fund. No such waiver shall extend to any subsequent or other Servicer Termination Event or
impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name
of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.


 


Section 7.05     Trustee
as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following such
failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing
Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the
Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With
respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect
to Advances hereunder, 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


 






    	-332-



    	 



    

 


repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for
such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance
hereunder.


 


[End of Article VII]


 


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior to the occurrence
of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred, undertake
to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event occurs
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own
affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed
as a duty.


 


(b)         The Trustee or
the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform
to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)         No provision of
this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


 


(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


 






    	-333-



    	 



    

 


statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;


 


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


 


(iii)        Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to direct the Trustee and/or
Certificate Administrator pursuant to the terms of this Agreement, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)         The Certificate
Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion Noteholders
all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the extent such
reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to this Agreement.


 


Section 8.02     Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


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


 


(ii)         The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(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


 






    	-334-



    	 



    

 


Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)        Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)         Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(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;


 






    	-335-



    	 



    

 


(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 or BWP Trust Subordinate
Companion Loan. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the
Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar and
Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer
or the Special Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their
correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator
set forth thereon) or of any Mortgage Loan or of the BWP Trust Subordinate Companion 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 and the BWP Trust Subordinate Companion Loan 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.


 






    	-336-



    	 



    

 


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 (or BWP Trust Subordinate Companion
Loan-by-BWP Trust Subordinate Companion Loan, if applicable) basis. As to each Mortgage Loan, the BWP Trust Subordinate Companion
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 or BWP Trust Subordinate Companion Loan, as applicable, and a 360-day year
consisting of twelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by
it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall
constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator
Fee shall be payable with respect to any Companion Loan.


 


(b)         The Trustee, the
Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and any director,
officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be entitled to
be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account, the Lower-Tier
REMIC Distribution Account or the BWP 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


 






    	-337-



    	 



    

 


Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of
negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee
specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein.
The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of
the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall
also apply to the Certificate Administrator in its capacities of Custodian, Certificate Registrar and Authenticating Agent.


 


(c)         The Certificate
Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to provide
information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad faith or willful
misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to provide information to a Privileged Person that is an NRSRO, in the performance
of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured debt is rated at least “A2” by Moody’s and “A” by DBRS (or in the case of the Trustee,
a long term unsecured debt rating of “A(low)”; provided that the trustee
will not become ineligible to serve based on a failure to satisfy such rating requirements as long as it maintains a long-term
unsecured debt rating of no less than “Baa2” by Moody’s, and its short-term debt obligations have a short-term
rating of not less than “P-2” from Moody’s, and the master servicer maintains a rating of at least “A2”
by Moody’s; provided, further, that if any such institution is not rated by DBRS, it maintains an equivalent
(or higher) rating by any two other NRSROs (which may include Moody’s and KBRA), 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


 






    	-338-



    	 



    

 


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 ((i) prior
to the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator
and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator, as applicable, by the Depositor. If
no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within thirty (30)
days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court
of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable.


 


(b)         If at any time
the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 (and
in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by the
Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the 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


 






    	-339-



    	 



    

 


the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer
and the Certificateholders by the Depositor.


 


(c)         The Holders of
Certificates entitled to at least 75% of the Voting Rights may at any time remove the Trustee or Certificate Administrator and
appoint a successor trustee or certificate administrator by written instrument or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one
complete set to the Trustee or Certificate Administrator so removed and one complete set to the successor so appointed. A copy
of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the Master
Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c), the successor trustee or
certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities
from its predecessor.


 


(d)         Any resignation
or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator pursuant
to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor
trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall have filed
any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to
any related Companion Loan.


 


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


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement 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 (and the related BWP Trust
Subordinate Companion Loan, if applicable) (to the extent that the original executed Mortgage Note for each Mortgage Loan (and
the related BWP Trust Subordinate Companion Loan, if applicable) was endorsed to the outgoing trustee), without recourse,


 






    	-340-



    	 



    

 


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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 or in blank, and (ii) in the case of
the other assignable Mortgage Loan or BWP Trust Subordinate Companion Loan documents (to the extent such other Mortgage Loan or
BWP Trust Subordinate Companion Loan documents were assigned to the outgoing trustee), assign such Mortgage Loan or BWP Trust Subordinate
Companion 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 the related BWP Trust Subordinate Companion Loan, if applicable), and certify in writing that,
as to each Mortgage Loan (and the related BWP Trust Subordinate Companion Loan, if applicable) then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan (or the related BWP
Trust Subordinate Companion Loan, as applicable) was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt
of a Request for Release substantially in the form of Exhibit E, deliver such Mortgage Note to the Depositor or the successor
trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such
Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as
trustee for the registered Holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31 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 or BWP Trust Subordinate Companion Loan document was not assigned to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release substantially in the form of Exhibit E, deliver such Mortgage
Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion
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 the related BWP Trust Subordinate Companion Loan, if applicable),
and certify in writing that, as to each Mortgage Loan (and the related BWP Trust Subordinate Companion Loan, if applicable) then
subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot
be made for any reason, to note the same in such certification.


 


Section 8.08     Successor
Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor
Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor
Trustee shall deliver to 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


 






    	-341-



    	 



    

 


Custodian, at Custodian’s option shall become
the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee
to perform its obligations hereunder.


 


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


 


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


 


Section 8.09     Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.15(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.15(c).


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do 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


 






    	-342-



    	 



    

 


hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)         In the case of
any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)         Any notice, request
or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee
or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.


 


(d)         Any separate trustee
or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.


 


(e)         The appointment
of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.


 


Section 8.11     Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage
Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator
hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation
of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment
of one or more 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


 






    	-343-



    	 



    

 


all acts and omissions of any Custodian other than the
initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-344-



    	 



    

 


(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.


 


The Certificate Administrator
shall promptly notify the Master Servicer and Special Servicer of any change in the identity and/or contact information of the
Subordinate Loan-Specific Directing Certificateholder (to the extent it receives written notice of such change). The Master Servicer
and Special Servicer may each conclusively rely on the information provided to them by the Certificate Administrator regarding
identity and/or contact information regarding the Subordinate Loan-Specific Directing Certificateholder and the Master Servicer
and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Subordinate Loan-Specific Directing
Certificateholder or any obligation to determine the identity and/or contact information of the Subordinate Loan-Specific Directing
Certificateholder to the extent the Certificate Administrator has not provided updated or correct information regarding such Subordinate
Loan-Specific Directing Certificateholder or has not provided the most recent identity and/or contact information regarding such
Subordinate Loan-Specific Directing Certificateholders to the 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:


 






    	-345-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


(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


 






    	-346-



    	 



    

 


obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


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


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


Section 9.01     Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust
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, BWP Trust Subordinate Companion 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 (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the
BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) 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 (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund), (2) the Appraised Value of the Trust Fund’s portion of each REO Property (other than any portion related to the BWP
Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund), 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


 






    	-347-



    	 



    

 


Master Servicer, and approved by more than 50% of the Voting Rights of the Classes of Certificates then outstanding
(other than the Controlling Class unless the Controlling Class is the only Class of Certificates then outstanding)) (which approval
shall be deemed given unless more than 50% of such Certificateholders object within twenty (20) days of receipt of notice thereof),
(3) the reasonable out-of-pocket expenses of the Master Servicer with respect to such termination, unless the Master Servicer
is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced Pooling Agreement, the pro rata portion of the fair market value of
the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)
above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance
with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the
Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase)
or (iii) so long as the Class A, Class B, 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 BWP, Class Z and Class R Certificates)
for the remaining Mortgage Loans (other than the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related
REO Loan) is an asset of the Trust Fund), and REO Properties (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) in the Trust Fund pursuant to the terms
of the immediately succeeding paragraph; provided, however, that in no event shall the trust created hereby continue
beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt, excluding the BWP
Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust
Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust
AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) 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 BWP, Class Z and Class R Certificates) for all of the Mortgage Loans (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP
Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining
in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which
the


 






    	-348-



    	 



    

 


final distribution on the Certificates is to occur, shall deposit in the Certificate Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Certificate Account,
or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Certificate Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date
in which the final distribution on the Certificates is to occur from the Certificate Account pursuant to the first paragraph of
Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion
of the above-described purchase price allocable to such Trust Fund’s portion of REO Property shall initially be deposited
into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class BWP, Class Z and Class R Certificates) on the final Distribution Date, the Custodian shall,
upon receipt of a Request for Release substantially in the form of Exhibit E from the Master Servicer, release or cause
to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) 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 (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) and REO Properties (other than any portion related to the BWP Trust Subordinate Companion Loan if
the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and the Trust Fund
shall be liquidated in accordance with Section 9.02 and neither of the Master Servicer nor the Special Servicer shall have
any further obligation to service the BWP Trust Subordinate Companion Loan hereunder. Solely for federal income tax purposes, the
Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining
Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts against amounts distributable in respect of such Certificates and Related Uncertificated
Lower-Tier Interests. If the Trust AB Whole Loan (or any related REO Loan) is an asset of the Trust Fund, (i) if the Mortgaged
Property securing the Trust AB Whole Loan has become an REO Property, then the Sole Certificateholder exercising the exchange described
above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders
of the Class BWP Certificates and (ii) if the Mortgaged Property securing the Trust AB Whole Loan is not an REO Property, then
the Custodian shall, upon receipt of a Request for Release substantially in the form of Exhibit E from the Master Servicer, release
or cause to be released to the Subordinate Loan-Specific Directing Certificateholder or any designee thereof, the Mortgage Note
for the BWP Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished to
it by the Subordinate Loan-Specific Directing Certificateholder as shall be necessary to effectuate transfer of such Mortgage Note
and the BWP Trust Subordinate Companion Loan REMIC shall be liquidated in


 






    	-349-



    	 



    

 


accordance with the procedures set forth in Section
9.02 and neither of the Master Servicer nor the Special Servicer shall have any further obligation to service the BWP Trust
Subordinate Companion Loan hereunder.


 


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) (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) 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 (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP
Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining
in the Trust Fund only on or after the first Distribution Date on which (A) the aggregate Stated Principal Balances of the Mortgage
Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than 1.0% of the aggregate Cut-off
Date Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement (for the avoidance of doubt, calculated
excluding the BWP Trust Subordinate Companion Loan). This purchase shall terminate the Trust and retire the then-outstanding Certificates.
If the Trust AB Whole Loan (or any related REO Loan) is an asset of the Trust Fund, (i) if the Mortgaged Property securing the
Trust AB Whole Loan has become an REO Property, then the purchaser exercising the purchase option described above, as a prerequisite,
shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of the Class BWP Certificates
and (ii) if the Mortgaged Property securing the Trust AB Whole Loan is not an REO Property, then the Custodian shall, upon receipt
of a Request for Release substantially in the form of Exhibit E from the Master Servicer, release or cause to be released
to the Subordinate Loan-Specific Directing Certificateholder or any designee thereof, the Mortgage Note for the BWP Trust Subordinate
Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the Subordinate Loan-Specific
Directing Certificateholder as shall be necessary to effectuate transfer of such Mortgage Note and the BWP Trust Subordinate Companion
Loan REMIC shall be liquidated in accordance with the procedures set forth in Section 9.02. In the event that the Master
Servicer or the Special Servicer purchases, or the


 






    	-350-



    	 



    

 


Holders of the majority of the Controlling Class or the Holders of the Class
R Certificates purchase, all of the Mortgage Loans (for the avoidance
of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of
the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate
Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund
in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not
later than the P&I Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to
occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof payable
to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Certificate
Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to
be transferred thereto on such P&I Advance Date from the Certificate Account pursuant to the first paragraph of Section
3.04(b), together with any other amounts on deposit in the Certificate Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits and payments have been made, the Custodian shall release or cause to be released to
the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, the Mortgage Files for the remaining Mortgage Loans (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) 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 (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) and REO Properties (other than any portion related to the BWP Trust Subordinate Companion Loan if
the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund.


 


For purposes of this Section
9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and
Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes
of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act
on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
the Subordinate Loan-Specific Directing Certificateholder, 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 (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust


 






    	-351-



    	 



    

 


Fund) and each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan
(or the related REO Loan) is an asset of the Trust Fund) 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(f) 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) to Holders of the
Class Z Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining
amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(f), and (iv) and
(v) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination and liquidation of the Uncertificated Lower-Tier Interests
and the Class LR Interest in accordance with Sections 4.01(a), 4.01(d), 4.01(e), 4.01(f) and 4.01(n).
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(j).


 


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 (for
the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan)
is an asset of the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the
BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining
in the Trust Fund as provided in Section 9.01, or in the event the Class BWP Certificateholders exchange their Certificates
for the BWP Trust Subordinate Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC or the BWP Trust Subordinate Companion
Loan REMIC, as applicable, 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:


 






    	-352-



    	 



    

 


(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), in respect of the
Class UR Interest (in the case of the Upper-Tier REMIC) and in respect of the Class BWP-R Interest (in the case of the BWP Trust
Subordinate Companion Loan 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 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. For purposes of the REMIC election in respect of the BWP Trust Subordinate Companion
Loan REMIC, the Class BWP Certificates shall be designated as the “regular interests” and an uncertificated interest
represented by the Class R Certificates shall be designated as the sole class of “residual interests” in the BWP Trust
Subordinate Companion Loan REMIC. None of the Special Servicer, the Master Servicer nor the Trustee shall permit the


 






    	-353-



    	 



    

 


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, the BWP Trust Subordinate
Companion Loan and any REO Properties on deposit in the Certificate Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.
The Holder of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury
Regulations Section 1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T, as the “tax matters person”
of each Trust REMIC. By their acceptance thereof, the Holders of the largest Percentage Interest in the Class R Certificates hereby
agree to irrevocably appoint the Certificate Administrator as their agent to perform all of the duties of the “tax matters
person” for the Trust REMICs.


 


(d)         The Certificate
Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it determines
are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely
sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate Administrator
without any right of reimbursement therefor.


 


(e)         The Certificate
Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information as is necessary
for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified Organization,
or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information or reports as
are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount
or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within thirty (30) days after
the Closing Date, the name, title, address and telephone number of the “tax matters person” who will serve as the representative
of each of the Trust REMICs created hereunder.


 


(f)          The Certificate
Administrator shall take such actions and shall cause the Trust Fund to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or


 






    	-354-



    	 



    

 


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 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


 






    	-355-



    	 



    

 


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(d) 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 and the Class BWP Certificates representing a “regular interest”
in the Upper-Tier REMIC or the BWP Trust Subordinate Companion Loan 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.


 






    	-356-



    	 



    

 


(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 or the BWP Trust Subordinate Companion Loan (except in connection with (i) the default, imminent
default or foreclosure of a Mortgage Loan or BWP Trust Subordinate Companion 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 or
the BWP Trust Subordinate Companion Loan 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 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


 






    	-357-



    	 



    

 


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 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


 






    	-358-



    	 



    

 


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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31,
and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully
with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator
of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor
or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information
(in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation
AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee,
the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and
the related Serviced Companion Loan or the BWP Trust Subordinate Companion Loan, if applicable), reasonably believed by the Depositor
or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements.
For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts
to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party
in connection with such obligation.


 


Section 11.02    Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and Special Servicer or to any Sub-Servicer (but
only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate
Administrator under this Agreement by any Person (i) into which the Master Servicer and Special Servicer, such Sub-Servicer or
Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer
and Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing the Master Servicer
and Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicer and Special Servicer and
the Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective date of such succession
or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor of such succession
or appointment and (y) in writing and in form and substance


 






    	-359-



    	 



    

 


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, subject to the reimbursement of
any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and
(ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any
Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for
using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section
11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian
shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


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


 






    	-360-



    	 



    

 


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 (and/or
BWP Trust Subordinate Companion Loan, if applicable) that is the subject of an Initial Sub-Servicing Agreement, with respect to
all matters related to Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable
efforts to cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any information
furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any applicable expenses
under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the information relates
to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.02.


 


Section 11.03     Filing
Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the
Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements
under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the
Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act,
in order to permit the timely filing


 






    	-361-



    	 



    

 


thereof, and the Certificate Administrator shall file (via the Commission’s Electronic
Data Gathering and Retrieval System (“EDGAR”)) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “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


 






    	-362-



    	 



    

 


determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


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


 






    	-363-



    	 



    

 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been 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 (and the related BWP Trust Subordinate Companion Loan, if applicable) 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 the related BWP Trust Subordinate Companion Loan, if applicable) and such
Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan
(and the related BWP Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable.


 


(b)         After preparing
the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review no
later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related Distribution
Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of such copy, but
no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify
the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D
and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form
10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the
Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed
copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified
copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each
Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will
make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The signing
party at the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage
Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal
Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York, New
York 10179, telecopy number: (212) 834-6047. The parties to this Agreement


 






    	-364-



    	 



    

 


acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to
this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)         Any notice and/or
information furnished pursuant to this Section 11.04 shall also be provided, and subject to the reimbursement of any applicable
expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice
and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian
for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


Section 11.05    Form
10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal
year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing in March 2016, the Certificate Administrator shall prepare and file on behalf of the Trust
a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth
in this Agreement:


 


(i)          an annual
compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and each Additional
Servicer, as described under Section 11.09;


 


(ii)         (A)       the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Senior Trust Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


 (B)       if any
such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance with servicing
criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included;


 


(iii)        (A)       the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Senior Trust Advisor, each Additional Servicer and each Servicing


 






    	-365-



    	 



    

 


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 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


 






    	-366-



    	 



    

 


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 Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.


 


(b)         After preparing
the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review no
later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such copy,
but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor shall sign
the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K
needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after
filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of
each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca Russo, Managing
Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York
10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing
Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance
of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on a timely
basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any
such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)         Upon written request
from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator shall
confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice that
any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 






    	-367-



    	 



    

 


(d)         Any notice and/or
information furnished pursuant to this Section 11.05 shall also be provided, and subject to the reimbursement of any applicable
expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice
and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian
for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.05.


 


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 (and the BWP Trust Subordinate Companion
Loan, if applicable), shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley
Certification for the Trust or, subject to the reimbursement of any applicable expenses under Section 11.15, any Other
Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”),
on or before March 15 of each year commencing in March 2016, a certification in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5 or Z-6 (each, a “Performance Certification”), as applicable,
on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion
Loan) is deposited into or the BWP Trust Subordinate Companion Loan is removed from this trust and 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


 






    	-368-



    	 



    

 


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, 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


 






    	-369-



    	 



    

 


include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn:
CTS SEC Notifications.


 


After preparing the Form
8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close
of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return
an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy
to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New
York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s 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


 






    	-370-



    	 



    

 


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 (and the BWP Trust Subordinate Companion Loan, if applicable) (other than a party to this Agreement) cause
such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon,
New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent
a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 


Any notice and/or information
furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement of any applicable expenses under
Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.07.


 


Section 11.08    Form
15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file
a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form
15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due
under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator
shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after
the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is
required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms
10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section 11.09    Annual
Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of a Mortgage Loan), the Custodian, the Trustee and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer
that is an Initial Sub-Servicer, 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 (and
the BWP Trust Subordinate Companion Loan, if applicable), cause such Additional Servicer to), on or before March 15th of each
year, commencing in March 2016,


 






    	-371-



    	 



    

 


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 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 (and the BWP Trust Subordinate Companion Loan, if applicable), 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 (and the BWP Trust Subordinate Companion Loan, if applicable) 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 or BWP Trust Subordinate Companion
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


 






    	-372-



    	 



    

 


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, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section 11.10    Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 15th of each year, commencing in March
2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of
the Mortgage Loans or the BWP Trust Subordinate Companion Loan), 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 (and the BWP Trust Subordinate Companion Loan, if applicable), 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


 






    	-373-



    	 



    

 


and substance similar to the form attached hereto as Exhibit
II. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments
until April 15th in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other
Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or
the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)         The Master Servicer,
the Special Servicer, the Trustee, the 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.


 






    	-374-



    	 



    

 


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.


 


(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,
and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other
Certificate Administrator (to the extent such item and/or information relates to a party that services, specially services or is
trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


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 (and
the BWP Trust Subordinate Companion Loan, if applicable), 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


 






    	-375-



    	 



    

 


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.


 


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 (and the BWP Trust Subordinate Companion Loan, if applicable), 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


 






    	-376-



    	 



    

 


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 (and the BWP Trust Subordinate Companion Loan, if applicable), cause such party to, in each
case, indemnify and hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification
Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of
compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement,
(b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a
Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c),
or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of the
Master Servicer, the Special Servicer, the 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


 






    	-377-



    	 



    

 


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 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 (and the BWP Trust Subordinate Companion Loan, if applicable), cause such party to, comply with the foregoing by
inclusion of similar provisions in the related sub-servicing or similar agreement. Upon resolution with the Commission, and subject
to the reimbursement of any applicable expenses under Section 11.15, the Affected Reporting Party shall promptly provide,
to each Other Depositor the appropriate revised reports, updated or revised information contained in any report filed by the Other
Depositor under the Reporting Requirements, or any updated or revised material communications in connection with the response and/or
resolution with the Commission or its staff, if and to the extent such reports, information and/or communications relate to information
that was previously provided to the Other Depositor and would reasonably be expected to be contained in a report filed by the Other
Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance
reports or attestation reports) or the


 






    	-378-



    	 



    

 


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 (and the BWP Trust Subordinate Companion Loan, if applicable) 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 required to be prepared pursuant
to Sections 3.15, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30).


 


Section 11.14    Regulation
AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicer,
the Certificate Administrator, the Senior Trust Advisor, the Custodian or the Trustee, as the case may be, to the Depositor pursuant
to this Article XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions
of Section 12.05, to J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York,
New York 10179, Attention: Kunal Singh, telecopy number: (212) 834-6029, telephone number: (212) 834-5491 and email: kunal.k.singh@jpmorgan.com,
with a copy to Bianca Russo, Managing Director and Associate General Counsel, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, telephone number: (212) 648-0946
and email: russo_bianca@jpmorgan.com.


 


Section 11.15    Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special


 






    	-379-



    	 



    

 


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 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


 






    	-380-



    	 



    

 


to the related indemnification agreement executed in
connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or
elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable
advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered
into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of
counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification
agreement.


 


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


 


(c)         Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide


 






    	-381-



    	 



    

 


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 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


 






    	-382-



    	 



    

 


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.


 


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


 






    	-383-



    	 



    

 


“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 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.


 






    	-384-



    	 



    

 


For the avoidance of doubt, there is no “significant obligor” (within
the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to the
Trust.


 


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


 


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, the Companion Holders or the holder of the BWP Trust Subordinate Companion Loan:


 


(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


 






    	-385-



    	 



    

 


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 (including,
with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) 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);


 


(vii)        to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.30); provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred
and is not continuing and with respect to the Mortgage


 






    	-386-



    	 



    

 


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


 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of Class BWP Certificates, in any


 






    	-387-



    	 



    

 


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 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
in any material respect to the rights of the Class BWP Certificates without the consent of such Class and no amendment to this
Agreement may be made that changes any provisions specifically required to be included in this Agreement by (i) the Civic Opera
Building Intercreditor Agreement, (ii) The Roosevelt New Orleans Waldorf Astoria Intercreditor Agreement and (iii) the Sunbelt
Portfolio Intercreditor Agreement without the consent of the holder of the related Serviced Pari Passu Companion Loan.


 


(d)         Promptly after
the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.15(b) and Section 3.15(c), as applicable, and
thereafter, the Certificate Administrator shall furnish a copy of such amendment to each Certificateholder and each Serviced Companion
Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters and the Rating Agencies.


 






    	-388-



    	 



    

 


(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).


 


(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 or the BWP Trust Subordinate
Companion Loan.


 


(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


 






    	-389-



    	 



    

 


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.


 


(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, any Mortgage Loan or BWP Trust Subordinate Companion
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


 






    	-390-



    	 



    

 


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.


 


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.


 






    	-391-



    	 



    

 


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


 


In the case of the Master 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


 


 



    	-392-



    	 



    




 


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




 


In the case of the Directing Certificateholder:



KKR Real Estate Finance Holdings L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003


 


In the case of the Trustee:



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-C31

Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, except as otherwise set forth herein


 






    	-393-



    	 



    

 


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- C31

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:



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Joseph E. Geoghan

E-mail: joseph.geoghan@jpmorgan.com


 


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


 


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 


 


RAIT Funding LLC 


2929 Arch Street, 17th
Floor 


Philadelphia, Pennsylvania 19104 


Attention: Jamie Reyle, Senior Managing
Director – Chief Legal Officer; and Attention: Scott Davidson, President


  


with a copy to:



RAIT Financial Trust 


2929 Arch Street, 17th
Floor


 






    	-394-



    	 



    

 


Philadelphia, Pennsylvania 19104 


Attention: Jamie Reyle, Senior Managing
Director – Chief Legal Officer; and Attention: Scott Davidson, President


 


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:



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


 






    	-395-



    	 



    

 


			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



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


 






    	-396-



    	 



    

 


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


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


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


 


Section 12.07    Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in and
to the Mortgage Loans and the BWP Trust Subordinate Companion Loan 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


 






    	-397-



    	 



    

 


comprising
the Trust Fund, including without limitation, the Mortgage Loans and the BWP Trust Subordinate Companion Loan, all principal and
interest received or receivable with respect to the Mortgage Loans and the BWP Trust Subordinate Companion Loan (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 the BWP Trust Subordinate Companion Loan and (ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 12.08    Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.
Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents), each Underwriter, each
depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an intended third-party beneficiary to
this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without limitation, any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)         Each Serviced Companion
Noteholder and the Subordinate Loan-Specific Directing Certificateholder 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 12.09    Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.


 


Section 12.10    Notices
to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide notice to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.15(c), (and the
related 17g-5 information provider for any class of Serviced Companion Loan Securities to the


 






    	-398-



    	 



    

 


extent applicable to any Serviced
Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)          any
material change or amendment to this Agreement;


 


(ii)         the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)        the
resignation or termination of the Certificate Administrator, the Master Servicer or the Special Servicer; and


 


(iv)         the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 


(b)         The Master Servicer
shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.15(c), with respect to each of the following of which it has actual knowledge:


 


(i)          the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)         any
change in the location of the Certificate Account;


 


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


 


(iv)         any
change in the lien priority of any Mortgage Loan or BWP Trust Subordinate Companion Loan with respect to an assumption of the Mortgage
Loan or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion 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.


 






    	-399-



    	 



    

 


(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 and the BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion
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]


 






    	-400-



    	 



    

 



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





	 	 	 
	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
    CORP., Depositor
	 	 	 
	 	By:	/s/  Dwayne McNicholas
	 	 	Name: Dwayne McNicholas
	 	 	Title: Vice President






	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President
	 	 	 
	 	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


 


 


 


JPMBB
2015-C31 –  Pooling and Servicing Agreement


 






    	 



    	 



    




	 	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


 


	 	WELLS
    FARGO BANK, NATIONAL Association, 

not in its individual capacity, but solely
    as Trustee
	 	 	
	 	By:	/s/  Stacey Gross 
	 	 	Name: Stacey Gross
	 	 	Title: Vice President





 


	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, 
	 	 	Senior Trust Advisor
	 	 	 
	 	By:	/s/  James Callahan
	 	 	Name:    James Callahan
	 	 	Title:      Executive Director and Solely
    as an
	 	 	Authorized Signatory for Pentalpha
	 	 	Surveillance LLC





 


 


JPMBB
2015-C31 –  Pooling and Servicing Agreement



    


     

    




 





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



  


On
the 28 day of August, 2015, before me, a notary public in and for said State, personally appeared Dwayne McNicholas known
to me to be a Vice President of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.


 


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


 


	 	/s/  Keenan Mapp
	 	Notary Public
	 	 
	 	KEENAN MAPP
	 	Notary Public, State of New York
	[SEAL]	Qualified in Bronx County
	 	Reg. No. 01MA6282064
	My commission expires:	My Commission Expires 5/20/2017
	 	 
	5-20-2017	 






 


JPMBB
2015-C31 –  Pooling and Servicing Agreement


 






    	 



    	 



    

 


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



 


On
the 26th day of August, 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/  Brent Kinder
	 	Notary Public
	 	 
	 	BRENT KINDER
	 	NOTARY PUBLIC - State of Kansas
	 	My Appt. Exp. January 30, 2018



  


JPMBB
2015-C31 –  Pooling and Servicing Agreement


 






    	 



    	 



    

 


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



 


On
the 17th day of August, 2015, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to
be a VP of  Wells Fargo Bank, National Association, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.


 


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


 


	 	/s/
    Amy Martin 
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	NOTARY PUBLIC
	My commission expires:	ANNE ARUNDEL COUNTY
	 	MARYLAND
	 	My Commission Expires 2-22-2017






 


JPMBB
2015-C31 –  Pooling and Servicing Agreement


 






    	 



    	 



    

 


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















			

                                         









 


On
the 28th day of August, 2015, before me, a notary public in and for said State, personally appeared James Callahan known to
me to be a Executive Director of Pentalpha Surveillance LLC, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such
limited liability company executed the within instrument.


 


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


 





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






 


JPMBB
2015-C31 –  Pooling and Servicing Agreement


 






    	 



    	 



    

 



EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS A-1


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED 


 


 





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



		 	 



		2	Book-Entry
                                         Certificate legend.





 



    	A-1-1



    	 



    







 


MORTGAGE
LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    	A-1-2



    	 



    

 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
OF POOLING AND SERVICING

AGREEMENT: AS OF AUGUST 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT (AS 

DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 28, 2015

         

        FIRST
        DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $59,309,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, 

A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, 

A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, 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” (and a separate trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or
collections in respect of the Mortgage Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31
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.


 






    	A-1-4



    	 



    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available 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 the BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) 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(j) 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


 






    	A-1-5



    	 



    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class 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 


 






    	A-1-6



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-1-7



    	 



    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes in any material respect the rights of
the Class BWP Certificates without the consent of such Class.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby
effect termination of the Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans
remaining in the Trust Fund is less than 1.0% of the


 






    	A-1-8



    	 



    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth
in the Pooling and Servicing Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following
the date on which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates)
for all of the Mortgage Loans (for the avoidance of doubt, excluding the BWP Trust Subordinate
Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the Trust, the Holders of
the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and terminate the Trust
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:  August
                                         28, 2015	 	 	 







  


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.








	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent
	 	 	 	 
	 	 	By:	 
	 	 	 	AUTHORIZED SIGNATORY




 






    	A-1-10



    	 



    

 





ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-1-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-1-12



    	 



    

 



EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


CLASS
A-2


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS A-2


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED 


 





 






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



		 	 



		2	Book-Entry
                                         Certificate legend.






 


 






    	A-2-1



    	 



    

 


MORTGAGE
LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-2-2



    	 



    

 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: AUGUST 28, 2015

         

        FIRST
        DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $48,541,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, 

A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, 

A DIVISION OF PNC BANK,

 NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, 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” (and a separate trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or
collections in respect of the Mortgage Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31
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.


 






    	A-2-4



    	 



    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available 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 the BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) 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(j) 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


 






    	A-2-5



    	 



    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class 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


 






    	A-2-6



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-2-7



    	 



    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes in any material respect the rights of
the Class BWP Certificates without the consent of such Class.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby
effect termination of the Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans
remaining in the Trust Fund is less than 1.0% of the


 






    	A-2-8



    	 



    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth
in the Pooling and Servicing Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following
the date on which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates)
for all of the Mortgage Loans (for the avoidance of doubt, excluding the BWP Trust Subordinate
Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the Trust, the Holders of
the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and terminate the Trust
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:	August
28, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-2-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-2-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-2-12



    	 



    

 





EXHIBIT
A-3


 


FORM
OF CLASS A-3 CERTIFICATE


 


CLASS
A-3


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS A-3


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED 


 


 





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



		 	 



		2	Book-Entry
                                         Certificate legend.




 


 






    	A-3-1



    	 



    

 


MORTGAGE
LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    	A-3-2



    	 



    

 


	PASS-THROUGH
                                         RATE: [_________]%

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: AUGUST 28, 2015

         

        FIRST
        DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $515,534,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A 

DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES,

 A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA 

SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-3-1]

         

	 	 





 






    	A-3-3



    	 



    

 


CLASS A-3
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans” (and a separate trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or
collections in respect of the Mortgage Loans and the BWP Trust Subordinate Companion Loan due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment
of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time
be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account
and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31
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.


 






    	A-3-4



    	 



    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available 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 the BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(j) 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(j) 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


 






    	A-3-5



    	 



    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of 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


 






    	A-3-6



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-3-7



    	 



    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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.
Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes in any material respect the rights of
the Class BWP Certificates without the consent of such Class.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby
effect termination of the Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans
remaining in the Trust Fund is less than 1.0% of the


 






    	A-3-8



    	 



    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth
in the Pooling and Servicing Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following
the date on which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates)
for all of the Mortgage Loans (for the avoidance of doubt, excluding the BWP Trust Subordinate
Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the Trust, the Holders of
the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and terminate the Trust
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:	August
28, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-3-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-3-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-3-12



    	 



    


 



EXHIBIT
A-4


 


FORM OF CLASS A-SB CERTIFICATE


 


CLASS A-SB


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS A-SB


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER OR ANY OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 






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


 


2      Book-Entry
Certificate legend.


 



    A-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 AUGUST 1, 2015

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $95,737,000

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

         

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

         

        TRUSTEE: WELLS FARGO BANK, 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-4-3 


     


    

 


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” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    A-4-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    A-4-5 


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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


 



    A-4-6 


     


    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-4-7 


     


    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 



    A-4-8 


     


    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August
                                         28, 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-4-10 


     


    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    A-4-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-4-12 


     


    

 


EXHIBIT
A-5


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS X-A


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-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-5-1



    	 



    

 


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-5-2



    	 



    

 


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

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $773,055,000

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

         

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

         

        TRUSTEE: WELLS FARGO BANK, 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-5-3



    	 



    

 


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” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    	A-5-4



    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-5-5



    	 



    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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


 



    	A-5-6



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-5-7



    	 



    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 



    	A-5-8



    	 



    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August
                                         28, 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-5-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-5-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-5-12



    	 



    

 


EXHIBIT A-6


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS X-B


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL OTHER THAN A PAYMENT OF $100 ON THE FIRST DISTRIBUTION DATE.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS 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-6-1



    	 



    

 


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


 




    	A-6-2



    	 



    


 


 


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

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $84,753,000

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

         

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

         

        TRUSTEE: WELLS FARGO BANK, 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-6-3



    	 



    

 


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” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    	A-6-4



    	 



    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-6-5



    	 



    

 


 for registration
of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated
transferee or transferees.


 


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


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the
contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)      to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of 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


 



    	A-6-6



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-6-7



    	 



    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 



    	A-6-8



    	 



    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August
                                         28, 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-6-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-6-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-6-12



    	 



    

 


EXHIBIT A-7


 


FORM OF CLASS X-C CERTIFICATE


 


CLASS X-C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS X-C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


 



 


1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Book-Entry Certificate legend.


 







    A-7-1


     


    

  


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[THIS CLASS X-C CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL OTHER THAN A PAYMENT OF $100 ON THE FIRST DISTRIBUTION DATE.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-C CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


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


 



    A-7-2


     


    

  


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

         

        DENOMINATION: $[     ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES
        AS OF THE CLOSING DATE: $47,513,000

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

         

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

         

        TRUSTEE: WELLS FARGO BANK, 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-7-3


     


    

 


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” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 






    A-7-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 






    A-7-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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


 






    A-7-6


     


    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-7-7


     


    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 






    A-7-8


     


    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August
                                         28, 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-7-10


     


    

 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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



 






    A-7-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-7-12


     


    

 





EXHIBIT A-8


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


 






1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Book-Entry Certificate legend.




 






    A-8-1


     


    

 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[THIS CLASS X-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-8-2


     


    




 


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

         

        DENOMINATION: $[     ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $42,377,000

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

         

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

         

        TRUSTEE: WELLS FARGO BANK, 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-8-3


     


    

 


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” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 






    A-8-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-8-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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


 






    A-8-6


     


    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-8-7


     


    

 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 






    A-8-8


     


    

 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August
                                         28, 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-8-10


     


    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    A-8-11


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12


     


    

 



EXHIBIT
A-9


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS A-S


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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-9-1



    	 



    

 


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-3, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C AND CLASS X-D CERTIFICATES AS AND TO THE
EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-9-2



    	 



    

 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $53,934,000 (REPRESENTS THE MAXIMUM PRINCIPAL BALANCE OF
        THE         CLASS A-S CERTIFICATES THAT COULD BE ISSUED         IN AN EXCHANGE)

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: 
        MIDLAND LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, 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-9-3



    	 



    




 





CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    	A-9-4



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-9-5



    	 



    




 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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;


 



    	A-9-6



    	 



    




 


(v)            to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust 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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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


 



    	A-9-7



    	 



    




 


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 or the BWP Trust Subordinate
Companion Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in


 



    	A-9-8



    	 



    




 


the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August 28, 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-9-10



    	 



    


 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-9-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-9-12



    	 



    

 





EXHIBIT
A-10


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS B


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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-10-1



    	 



    









 


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


 



    	A-10-2



    	 



    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS B CERTIFICATES AS OF THE CLOSING DATE: $84,753,000 (REPRESENTS THE MAXIMUM PRINCIPAL BALANCE OF THE
        CLASS B CERTIFICATES THAT COULD BE ISSUED         IN AN EXCHANGE)

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, 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-10-3



    	 



    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    	A-10-4



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-10-5



    	 



    




 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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;


 



    	A-10-6



    	 



    




 


(v)            to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust 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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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


 



    	A-10-7



    	 



    




 


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 or the BWP Trust Subordinate
Companion Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in


 



    	A-10-8



    	 



    




 


the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August 28, 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-10-10



    	 



    

 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-10-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-10-12



    	 



    







 


EXHIBIT
A-11


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS C


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[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-11-1



    	 



    

 


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


 









    	A-11-2



    	 



    

 


 


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

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
        CERTIFICATES AS OF THE CLOSING DATE: $47,513,000 (REPRESENTS THE MAXIMUM PRINCIPAL BALANCE OF THE CLASS C
        CERTIFICATES THAT COULD BE ISSUED         IN AN EXCHANGE)

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, 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-11-3



    	 



    




 





CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    	A-11-4



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-11-5



    	 



    




 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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;


 



    	A-11-6



    	 



    




 


(v)            to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust 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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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


 



    	A-11-7



    	 



    




 


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 or the BWP Trust Subordinate
Companion Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in


 



    	A-11-8



    	 



    




 


the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August 28, 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-11-10



    	 



    

 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-11-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-11-12



    	 



    

 





EXHIBIT
A-12


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, 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 BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 



 





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



 


		2	Book-Entry Certificate legend.



 



    	A-12-1



    	 



    




 


MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B AND CLASS C CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-12-2



    	 



    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
D CERTIFICATES AS OF THE CLOSING DATE: $42,377,000 
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES,

                A DIVISION OF PNC BANK,

                NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, 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-12-3



    	 



    




 





CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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.


 



    	A-12-4



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    	A-12-5



    	 



    




 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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 


 



    	A-12-6



    	 



    




 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-12-7



    	 



    




 


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 or the BWP Trust Subordinate
Companion Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 



    	A-12-8



    	 



    




 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August 28, 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-12-10



    	 



    

 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-12-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-12-12



    	 



    

  


EXHIBIT
A-13


 


FORM OF CLASS E CERTIFICATE


 


CLASS E


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


 






 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


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



 


		3	Book-Entry Certificate legend.



 



    	A-13-1



    	 



    




 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) 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-13-2



    	 



    




 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS C AND
CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-13-3



    	 



    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER
        17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS E
        CERTIFICATES AS OF THE CLOSING DATE: $26,967,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, 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-13-4



    	 



    




 





CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 



    	A-13-5



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-13-6



    	 



    




 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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 agrantor 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


 



    	A-13-7



    	 



    




 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-13-8



    	 



    




 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 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 or the BWP Trust Subordinate
Companion Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 



    	A-13-9



    	 



    




 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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-13-10



    	 



    



 


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:	August 28, 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-13-11



    	 



    

 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-13-12



    	 



    







 


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-13-13



    	 



    

 





EXHIBIT
A-14


 


FORM OF CLASS F CERTIFICATE


 


CLASS F


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


 






 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


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



 


		3	Book-Entry Certificate legend.



 








    	A-14-1



    	 



    




 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) 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-14-2



    	 



    




 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, 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-14-3



    	 



    




 


	
        PASS-THROUGH RATE: [____]%

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE: SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS F
        CERTIFICATES AS OF THE CLOSING DATE: $16,694,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: 
        MIDLAND LOAN SERVICES,

                 A DIVISION OF PNC BANK,

                 NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, 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-14-4



    	 



    




 





CLASS
F CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 



    	A-14-5



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 



    	A-14-6



    	 



    




 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class 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


 



    	A-14-7



    	 



    




 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-14-8



    	 



    




 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 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 or the BWP Trust Subordinate
Companion Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 



    	A-14-9



    	 



    




 


aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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-14-10



    	 



    



 


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:	August 28, 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-14-11



    	 



    

 


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-14-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-14-13



    	 



    

 



EXHIBIT A-15


 


FORM OF CLASS EC CERTIFICATE


 


CLASS EC


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2015-C31, 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 BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


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-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 SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    	A-15-2



    	 



    



 


	
        PASS-THROUGH RATE: N/A.

        The Class 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 AUGUST 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS EC CERTIFICATES

AS OF THE CLOSING DATE: $186,200,000 

(represents the maximum principal 

balance of the
CLASS EC Certificates 

that could be issued in an exchange) 
	 	
        MASTER SERVICER:   MIDLAND
        LOAN SERVICES,

   A DIVISION OF PNC BANK,

   NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:    MIDLAND
        LOAN SERVICES, 

   A DIVISION OF PNC BANK,

    NATIONAL ASSOCIATION

  

        TRUSTEE: WELLS FARGO BANK, 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-15-3



    	 



    

 


CLASS
EC CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, SERIES 2015-C31 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


 






    	A-15-4



    	 



    

 


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 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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


 






    	A-15-5



    	 



    

 


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(j) 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;


 






    	A-15-6



    	 



    




 


(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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)          to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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


 






    	A-15-7



    	 



    

 


material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g 5 Information Provider’s Website pursuant to Section 3.15(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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be


 






    	A-15-8



    	 



    

 


made
that changes in any material respect the rights of the Class BWP Certificates without the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August 28, 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-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   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-15-11



    	 



    







 


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 NR CERTIFICATE


 


CLASS NR


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2015-C31, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


  


 






 1Temporary Regulation
S Book-Entry Certificate legend.


 


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


 


2 Book-Entry Certificate
legend.



 




    	A-16-1



    	 



    

  


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


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


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN


 






    	A-16-2



    	 



    

 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, 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-16-3



    	 



    

  


	
        PASS-THROUGH RATE: [___]%

         

        DENOMINATION: $[           ]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF AUGUST 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS NR CERTIFICATES

AS OF THE CLOSING DATE: $35,956,082 
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

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

         

        TRUSTEE: WELLS FARGO BANK, 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-16-4



    	 



    

 


CLASS
NR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


 



    	A-16-5



    	 



    




 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class NR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available 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 the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 






    	A-16-6



    	 



    

 


for
registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


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


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange 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


 






    	A-16-7



    	 



    

 


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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)          to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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-16-8



    	 



    




 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the


 






    	A-16-9



    	 



    

 


aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (for the avoidance of
doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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-16-10



    	 



    

 


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:	August 28, 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-16-11



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-16-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-16-13



    	 



    

 


EXHIBIT
A-17


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B)
FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 






    	A-17-1



    	 



    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN THREE “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-17-2



    	 



    

  


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF AUGUST 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS

 DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	
        MASTER SERVICER:        MIDLAND
        LOAN SERVICES, 

A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:        MIDLAND
        LOAN SERVICES, A 

DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [           ]

         

        ISIN NO.: [          ]

         

        CERTIFICATE NO.: R-1 

	 	 



 




    	A-17-3



    	 



    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 August 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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 three “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


 






    	A-17-4



    	 



    

 


registered
as of the related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and the BWP Trust
Subordinate Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling
and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf
of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) 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


 






    	A-17-5



    	 



    

 


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 (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer,
the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed
Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer
of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed
Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things,
that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person,
and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them;
(C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall
be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require
a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such
Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate
Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor
Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s
statements in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the
contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 






    	A-17-6



    	 



    

 


(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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)          to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)          to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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


 






    	A-17-7



    	 



    

 


material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.15(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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be


 






    	A-17-8



    	 



    

 


made
that changes in any material respect the rights of the Class BWP Certificates without the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust 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:	August 28, 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-17-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-17-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-17-12



    	 



    



 


EXHIBIT A-18


 


FORM OF CLASS Z CERTIFICATE


 


CLASS Z


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 






    	A-18-1



    	 



    

 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 









    	A-18-2



    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF AUGUST 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        CLASS Z PERCENTAGE INTEREST: [100%]

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, 

A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES,

 A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        

ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS
        FARGO 

BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA 

SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        COMMON CODE NO.: [          ]

         

        CERTIFICATE NO.: [Z-1]

         

	 	 


 






    	A-18-3



    	 



    







 


CLASS
Z CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class Z Certificates issued by the Trust Fund created pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class Z Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 






    	A-18-4



    	 



    

 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the
BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class Z Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate


 






    	A-18-5



    	 



    

 


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;


 


(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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) 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 



 






    	A-18-6



    	 



    

 


Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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 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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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


 








    	A-18-7



    	 



    

 

(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. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP
Certificates without the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt,
excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust
Fund) and the Trust Fund’s portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion
Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate Companion Loan is the sole remaining asset of the
Trust, the Holders of the Class BWP Certificates may exchange their Certificates for the BWP Trust Subordinate Companion Loan and
terminate the Trust pursuant to the terms of the Pooling and Servicing Agreement.


 






    	A-18-8



    	 



    

 


The obligations created
by the Pooling and Servicing Agreement and the Trust 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-18-9



    	 



    







 


 


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


 


August 28, 2015




 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-18-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-18-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	 



    	 



    

  


EXHIBIT A-19


 


FORM OF CLASS BWP CERTIFICATE


 


CLASS BWP


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C31, CLASS BWP


 


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.


 


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.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE RELATED BWP TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE 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 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, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION.


 






    	A-19-1



    	 



    

 


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 (“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 CLASS BWP COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CLASS
BWP CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED BWP TRUST SUBORDINATE COMPANION
LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE RELATED
BWP TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE CLASS BWP 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 WILL ONLY RECEIVE DISTRIBUTIONS
FROM, AND WILL ONLY INCUR LOSSES WITH RESPECT TO, THE RELATED BWP TRUST SUBORDINATE COMPANION LOAN.


 






    	A-19-2



    	 



    







  


	
        PASS-THROUGH RATE: [          ]%

         

        DENOMINATION: $[          ]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF AUGUST 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 28, 2015

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2015

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS BWP CERTIFICATES

        AS OF THE CLOSING DATE: $4,990,079

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, 

A DIVISION OF PNC BANK,

 NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, 

A DIVISION OF PNC BANK,

 NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        

ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor: PENTALPHA 

SURVEILLANCE LLC

         

        CUSIP NO.: [          ]

         

        ISIN NO.: [          ]

         

        COMMON CODE NO.: [          ]

         

        CERTIFICATE NO.: [BWP -1]

         

	 	 


 






    	A-19-3



    	 



    







 


CLASS
BWP CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans” (and a separate
trust subordinate companion loan interest in a commercial mortgage loan)), all payments on or collections in respect of the Mortgage
Loans and the BWP Trust Subordinate Companion Loan 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 BWP Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing
Agreement, dated as of August 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 BWP Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 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


 






    	A-19-4



    	 



    

 


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 on the basis of the actual number of days in the Interest Accrual Period and a 360-day year) during the Interest
Accrual Period relating to such Distribution Date at the Class BWP 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 principal and interest portions of the
Class BWP 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.


 


Class BWP Collateral
Support Deficit, Class BWP Certificate Deferred Interest and certain other amounts on the related BWP Trust Subordinate Companion
Loan shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing
Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the related BWP Trust Subordinate Companion
Loan, 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 the BWP Trust Subordinate Companion Loan and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(j)
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(j) of the Pooling and Servicing Agreement.


 






    	A-19-5



    	 



    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class BWP 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;


 






    	A-19-6



    	 



    

 


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust 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 (including, with respect to the Trust AB Whole Loan, the Holders of the Class BWP Certificates) or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of 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);


 


(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


 






    	A-19-7



    	 



    

 


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; and


 


(x)           in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement
to such extent as shall be necessary to (A) effect the qualification of the Pooling and Servicing Agreement under the TIA or under
any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be
expressly required by the TIA, and (B) modify such other provisions as are necessary to conform the Pooling and Servicing Agreement
and be consistent with the modifications made pursuant to the preceding clause (A); provided that any amendment pursuant
to this clause (x) shall be at the sole cost and expense of the Depositor.


 


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 or the BWP Trust Subordinate Companion
Loan 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 or Holder of the Class BWP Certificates, 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


 






    	A-19-8



    	 



    

 


Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the 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. Furthermore, no amendment to the
Pooling and Servicing Agreement may be made that changes in any material respect the rights of the Class BWP Certificates without
the consent of such Class.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) (for the avoidance of doubt, excluding the BWP Trust
Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s
portion of each REO Property (other than any portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole
Loan (or the related REO Loan) is an asset of the Trust Fund) remaining in the Trust Fund, and thereby effect termination of the
Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate
Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund
is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement (for the avoidance of doubt, calculated excluding the BWP Trust Subordinate Companion Loan).


 


Following the date on
which the Class A-1, Class A-2, Class A-3, 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 BWP, Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class BWP, Class Z and Class R Certificates) for all
of the Mortgage Loans (for the avoidance of doubt, excluding the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan
(or the related REO Loan) is an asset of the Trust Fund) and the Trust Fund’s portion of each REO Property (other than any
portion related to the BWP Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of
the Trust Fund) remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement. If the BWP Trust Subordinate
Companion Loan is the sole remaining asset of the Trust, the Holders of the Class BWP Certificates may exchange their Certificates
for the BWP Trust Subordinate Companion Loan and terminate the Trust pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In
no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-19-9



    	 



    

 


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


 


August
28, 2015 






 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS BWP CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-19-11



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-19-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-19-13



    	 



    

 




EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    	B-1



    	 



    

  













 



	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 
	1	 	JPMCB	 	SL
    Civic Wacker LLC	 	20
    North Wacker Drive	 	Chicago	 	IL	 	60606	 	Cook	 	Civic
    Opera Building	 	915,162	 	Square
    Feet	 	                         4.67200
    	 	4.66000
    	 	         89,000,000
    
	2	 	Barclays	 	First
    Class Hotels, LLC	 	130
    Roosevelt Way	 	New
    Orleans	 	LA	 	70112	 	Orleans	 	The
    Roosevelt New Orleans Waldorf Astoria	 	504	 	Rooms	 	                         4.71000
    	 	4.69800
    	 	         82,500,000
    
	3	 	JPMCB	 	HPT
    Sunbelt Portfolio, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	Sunbelt
    Portfolio	 	1,324,863	 	Square
    Feet	 	                         4.31740
    	 	4.30540
    	 	         76,700,000
    
	3.01	 	JPMCB	 	 	 	420
    20th Street North	 	Birmingham	 	AL	 	35203	 	Jefferson	 	Wells
    Fargo Tower	 	514,893	 	Square
    Feet	 	                         4.31740
    	 	 	 	         29,801,636
    
	3.02	 	JPMCB	 	 	 	10,
    22, 31 & 104 Inverness Center Parkway	 	Birmingham	 	AL	 	35242	 	Shelby	 	Inverness
    Center	 	475,895	 	Square
    Feet	 	                         4.31740
    	 	 	 	         27,553,442
    
	3.03	 	JPMCB	 	 	 	1320
    Main Street	 	Columbia	 	SC	 	29201	 	Richland	 	Meridian
    Building	 	334,075	 	Square
    Feet	 	                         4.31740
    	 	 	 	         19,344,922
    
	4	 	JPMCB	 	Andrew
    D. Gumberg, as Trustee under the Trust Agreement, Dated December 1, 1984, Known as the Coral Ridge Shopping Center Trust	 	3200
    North Federal Highway	 	Fort
    Lauderdale	 	FL	 	33306	 	Broward	 	Coral
    Ridge Shopping Center	 	418,221	 	Square
    Feet	 	                         4.75000
    	 	4.73050
    	 	         50,000,000
    
	5	 	JPMCB	 	Highland
    Owner LLC	 	3075
    Highland Parkway	 	Downers
    Grove	 	IL	 	60515	 	Dupage	 	Highland
    Landmark I	 	273,752	 	Square
    Feet	 	                         4.60900
    	 	4.59700
    	 	         45,000,000
    
	6	 	RCMC	 	CCP
    Property Owner Nashville I, LLC	 	Various	 	Nashville	 	TN	 	Various	 	Davidson	 	Airport
    North Portfolio	 	482,151	 	Square
    Feet	 	                         4.57000
    	 	4.55800
    	 	         42,000,000
    
	6.01	 	RCMC	 	 	 	404
    BNA Drive	 	Nashville	 	TN	 	37217	 	Davidson	 	BNA
    Corporate Center	 	230,542	 	Square
    Feet	 	                         4.57000
    	 	 	 	         22,200,000
    
	6.02	 	RCMC	 	 	 	2636
    Elm Hill Pike	 	Nashville	 	TN	 	37214	 	Davidson	 	Lakeview
    Ridge III	 	133,165	 	Square
    Feet	 	                         4.57000
    	 	 	 	         12,514,286
    
	6.03	 	RCMC	 	 	 	2630
    Elm Hill Pike	 	Nashville	 	TN	 	37214	 	Davidson	 	Lakeview
    Ridge II	 	62,246	 	Square
    Feet	 	                         4.57000
    	 	 	 	           4,542,857
    
	6.04	 	RCMC	 	 	 	51
    Century City Boulevard	 	Nashville	 	TN	 	37214	 	Davidson	 	Century
    City Plaza I	 	56,198	 	Square
    Feet	 	                         4.57000
    	 	 	 	           2,742,857
    
	7	 	RCMC	 	Chicago
    Freezer II Owners, LLC, Chicago Cold Storage II Owners, LLC, Chicago Warehouse II Owners, LLC, Kingsbridge Freezer II Owners,
    LLC	 	4500
    West Ann Lurie Place	 	Chicago	 	IL	 	60632	 	Cook	 	Preferred
    Freezer Services - Chicago II	 	174,786	 	Square
    Feet	 	                         4.56000
    	 	4.54800
    	 	         38,000,000
    
	8	 	RCMC	 	Roxbury
    Medical Tower, LLC, Rox-San Investors, LLC, Roxbury MP, LLC, RoxSan Optimus, LLC	 	465
    North Roxbury Drive	 	Beverly
    Hills	 	CA	 	90210	 	Los
    Angeles	 	Rox
    San Medical Office	 	55,652	 	Square
    Feet	 	                         4.46000
    	 	4.44800
    	 	         37,200,000
    
	9	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	Various	 	Various	 	Various	 	Various	 	Various	 	Brunswick
    Portfolio	 	2,275,293	 	Square
    Feet	 	                         4.79300
    	 	4.78100
    	 	         35,000,000
    
	9.01	 	JPMCB	 	 	 	9255
    Kimmer Drive	 	Lone
    Tree	 	CO	 	80124	 	Douglas	 	BZ
    Lone Tree	 	60,016	 	Square
    Feet	 	                         4.79300
    	 	 	 	           1,797,742
    
	9.02	 	JPMCB	 	 	 	1160
    South Gilbert Road	 	Gilbert	 	AZ	 	85296	 	Maricopa	 	BZ
    Gilbert Consolidated	 	57,741	 	Square
    Feet	 	                         4.79300
    	 	 	 	           1,577,264
    
	9.03	 	JPMCB	 	 	 	775
    Cobb Place Boulevard Northwest	 	Kennesaw	 	GA	 	30144	 	Cobb	 	BZ
    XL Kennesaw Consolidated	 	52,287	 	Square
    Feet	 	                         4.79300
    	 	 	 	           1,472,113
    
	9.04	 	JPMCB	 	 	 	1611
    South Randall Road	 	Algonquin	 	IL	 	60102	 	McHenry	 	BZ
    Randall Road Consolidated	 	57,527	 	Square
    Feet	 	                         4.79300
    	 	 	 	              980,278
    
	9.05	 	JPMCB	 	 	 	735
    North Center Boulevard	 	Romeoville	 	IL	 	60446	 	Will	 	BZ
    Romeoville Consolidated	 	61,192	 	Square
    Feet	 	                         4.79300
    	 	 	 	              939,574
    
	9.06	 	JPMCB	 	 	 	40440
    California Oaks Road	 	Murrieta	 	CA	 	92562	 	Riverside	 	Cal
    Oaks Bowl	 	35,325	 	Square
    Feet	 	                         4.79300
    	 	 	 	              934,487
    
	9.07	 	JPMCB	 	 	 	8070
    Veteran’s Memorial Parkway	 	St.
    Peters	 	MO	 	63376	 	Saint
    Charles	 	BZ
    St Peters Consolidated	 	57,085	 	Square
    Feet	 	                         4.79300
    	 	 	 	              928,551
    
	9.08	 	JPMCB	 	 	 	1800
    Hamner Avenue	 	Norco	 	CA	 	92860	 	Riverside	 	Classic
    Lanes	 	35,325	 	Square
    Feet	 	                         4.79300
    	 	 	 	              871,735
    
	9.09	 	JPMCB	 	 	 	845
    Lazo Court	 	Chula
    Vista	 	CA	 	91910	 	San
    Diego	 	Premier
    Lanes	 	42,700	 	Square
    Feet	 	                         4.79300
    	 	 	 	              864,951
    
	9.10	 	JPMCB	 	 	 	7545
    Brooklyn Boulevard	 	Brooklyn
    Park	 	MN	 	55443	 	Hennepin	 	BZ
    Brooklyn Park Consolidated	 	60,944	 	Square
    Feet	 	                         4.79300
    	 	 	 	              847,991
    
	9.11	 	JPMCB	 	 	 	12200
    Singletree Lane	 	Eden
    Prairie	 	MN	 	55344	 	Hennepin	 	BZ
    Eden Prairie	 	45,285	 	Square
    Feet	 	                         4.79300
    	 	 	 	              847,991
    
	9.12	 	JPMCB	 	 	 	11129
    162nd Street West	 	Lakeville	 	MN	 	55044	 	Dakota	 	BZ
    Lakeville Consolidated	 	58,656	 	Square
    Feet	 	                         4.79300
    	 	 	 	              847,991
    
	9.13	 	JPMCB	 	 	 	11351
    Ulysses Street Northeast	 	Blaine	 	MN	 	55434	 	Anoka	 	BZ
    Blaine Consolidated	 	57,536	 	Square
    Feet	 	                         4.79300
    	 	 	 	              831,032
    
	9.14	 	JPMCB	 	 	 	6345
    Spalding Drive	 	Norcross	 	GA	 	30092	 	Gwinnett	 	Brunswick’s
    Norcross	 	39,924	 	Square
    Feet	 	                         4.79300
    	 	 	 	              773,368
    
	9.15	 	JPMCB	 	 	 	1222
    164th Street Southwest	 	Lynnwood	 	WA	 	98087	 	Snohomish	 	Majestic
    Lanes	 	36,219	 	Square
    Feet	 	                         4.79300
    	 	 	 	              773,368
    
	9.16	 	JPMCB	 	 	 	50
    Bramtree Court	 	Brampton	 	ON	 	L6S
    5Z7	 	NAP	 	Bramalea
    Lanes	 	36,263	 	Square
    Feet	 	                         4.79300
    	 	 	 	              756,408
    
	9.17	 	JPMCB	 	 	 	17210
    North 59th Avenue	 	Glendale	 	AZ	 	85308	 	Maricopa	 	BZ
    Glendale	 	36,575	 	Square
    Feet	 	                         4.79300
    	 	 	 	              746,232
    
	9.18	 	JPMCB	 	 	 	2749
    Delk Road Southeast	 	Marietta	 	GA	 	30067	 	Cobb	 	Brunswick’s
    Marietta	 	35,742	 	Square
    Feet	 	                         4.79300
    	 	 	 	              691,961
    
	9.19	 	JPMCB	 	 	 	7301
    Rufe Snow Drive	 	Watauga	 	TX	 	76148	 	Tarrant	 	BZ
    Watauga Consolidated	 	36,062	 	Square
    Feet	 	                         4.79300
    	 	 	 	              676,697
    
	9.20	 	JPMCB	 	 	 	785
    Old Roswell Road	 	Roswell	 	GA	 	30076	 	Fulton	 	BZ
    Roswell	 	35,369	 	Square
    Feet	 	                         4.79300
    	 	 	 	              663,129
    
	9.21	 	JPMCB	 	 	 	3067
    Washington Road	 	Augusta	 	GA	 	30907	 	Richmond	 	National
    Lanes	 	36,267	 	Square
    Feet	 	                         4.79300
    	 	 	 	              619,034
    
	9.22	 	JPMCB	 	 	 	3111
    River Road	 	River
    Grove	 	IL	 	60171	 	Cook	 	BZ
    River Grove	 	38,924	 	Square
    Feet	 	                         4.79300
    	 	 	 	              564,762
    
	9.23	 	JPMCB	 	 	 	9027
    East Via Linda	 	Scottsdale	 	AZ	 	85258	 	Maricopa	 	Via
    Linda Lanes	 	36,235	 	Square
    Feet	 	                         4.79300
    	 	 	 	              559,675
    
	9.24	 	JPMCB	 	 	 	451
    West Foothill Boulevard	 	Upland	 	CA	 	91786	 	San
    Bernardino	 	BZ
    Upland	 	35,724	 	Square
    Feet	 	                         4.79300
    	 	 	 	              535,931
    
	9.25	 	JPMCB	 	 	 	17238
    Foothill Boulevard	 	Fontana	 	CA	 	92335	 	San
    Bernardino	 	Foothill
    Lanes	 	35,724	 	Square
    Feet	 	                         4.79300
    	 	 	 	              535,931
    
	9.26	 	JPMCB	 	 	 	2908
    Riverview Road	 	Birmingham	 	AL	 	35242	 	Jefferson	 	Riverview
    Lanes Consolidated	 	36,636	 	Square
    Feet	 	                         4.79300
    	 	 	 	              530,843
    
	9.27	 	JPMCB	 	 	 	2200
    South Peoria Street	 	Aurora	 	CO	 	80014	 	Arapahoe	 	BZ
    Heather Ridge	 	36,124	 	Square
    Feet	 	                         4.79300
    	 	 	 	              525,755
    
	9.28	 	JPMCB	 	 	 	9150
    Harlan Street	 	Westminster	 	CO	 	80031	 	Jefferson	 	BZ
    Westminster	 	36,242	 	Square
    Feet	 	                         4.79300
    	 	 	 	              525,755
    
	9.29	 	JPMCB	 	 	 	7100
    Carved Stone	 	Columbia	 	MD	 	21045	 	Howard	 	Columbia
    Lanes Consolidated	 	28,920	 	Square
    Feet	 	                         4.79300
    	 	 	 	              525,755
    
	9.30	 	JPMCB	 	 	 	350
    McHenry Road	 	Buffalo
    Grove	 	IL	 	60089	 	Lake	 	Brunswick’s
    Buffalo Grove	 	56,916	 	Square
    Feet	 	                         4.79300
    	 	 	 	              517,275
    
	9.31	 	JPMCB	 	 	 	24666
    Sunnymead Boulevard	 	Moreno
    Valley	 	CA	 	92553	 	Riverside	 	Moreno
    Valley Bowl	 	36,150	 	Square
    Feet	 	                         4.79300
    	 	 	 	              510,491
    
	9.32	 	JPMCB	 	 	 	22-22
    Maple Avenue	 	Fair
    Lawn	 	NJ	 	07410	 	Bergen	 	Fairlawn
    Lanes Consolidated	 	25,801	 	Square
    Feet	 	                         4.79300
    	 	 	 	              508,795
    
	9.33	 	JPMCB	 	 	 	945
    South Kipling Parkway	 	Lakewood	 	CO	 	80226	 	Jefferson	 	BZ
    Green Mountain	 	36,386	 	Square
    Feet	 	                         4.79300
    	 	 	 	              496,923
    
	9.34	 	JPMCB	 	 	 	1754
    West Southern Avenue	 	Mesa	 	AZ	 	85202	 	Maricopa	 	BZ
    Mesa	 	34,839	 	Square
    Feet	 	                         4.79300
    	 	 	 	              474,875
    
	9.35	 	JPMCB	 	 	 	3835
    Lawrenceville Highway	 	Lawrenceville	 	GA	 	30044	 	Gwinnett	 	BZ
    Lilburn	 	36,247	 	Square
    Feet	 	                         4.79300
    	 	 	 	              463,003
    
	9.36	 	JPMCB	 	 	 	100
    American Boulevard	 	Turnersville	 	NJ	 	08012	 	Gloucester	 	BZ
    Turnersville	 	32,000	 	Square
    Feet	 	                         4.79300
    	 	 	 	              462,155
    
	9.37	 	JPMCB	 	 	 	1254
    Dougherty Ferry Road	 	Valley
    Park	 	MO	 	63088	 	Saint
    Louis	 	BZ
    Lakeside	 	36,436	 	Square
    Feet	 	                         4.79300
    	 	 	 	              432,476
    
	9.38	 	JPMCB	 	 	 	1099
    North Wickham Road	 	Melbourne	 	FL	 	32935	 	Brevard	 	Harbour
    Lanes	 	35,379	 	Square
    Feet	 	                         4.79300
    	 	 	 	              423,996
    
	9.39	 	JPMCB	 	 	 	1425
    North Central Avenue	 	Avondale	 	AZ	 	85323	 	Maricopa	 	Tri-City
    Bowl	 	45,224	 	Square
    Feet	 	                         4.79300
    	 	 	 	              423,996
    
	9.40	 	JPMCB	 	 	 	8419
    Baltimore National Pike	 	Ellicott
    City	 	MD	 	21043	 	Howard	 	BZ
    Normandy Consolidated	 	29,104	 	Square
    Feet	 	                         4.79300
    	 	 	 	              407,036
    
	9.41	 	JPMCB	 	 	 	2020
    North State Road 7	 	Margate	 	FL	 	33063	 	Broward	 	Margate
    Lanes	 	29,388	 	Square
    Feet	 	                         4.79300
    	 	 	 	              407,036
    
	9.42	 	JPMCB	 	 	 	2750
    Austell Road Southwest	 	Marietta	 	GA	 	30008	 	Cobb	 	BZ
    Austell	 	35,971	 	Square
    Feet	 	                         4.79300
    	 	 	 	              398,556
    
	9.43	 	JPMCB	 	 	 	824
    East Rand Road	 	Mount
    Prospect	 	IL	 	60056	 	Cook	 	BZ
    Mt Prospect	 	32,671	 	Square
    Feet	 	                         4.79300
    	 	 	 	              390,076
    
	9.44	 	JPMCB	 	 	 	21080
    North Rand Road	 	Lake
    Zurich	 	IL	 	60047	 	Lake	 	BZ
    Deer Park	 	37,282	 	Square
    Feet	 	                         4.79300
    	 	 	 	              381,596
    
	9.45	 	JPMCB	 	 	 	2200
    San Jacinto Boulevard	 	Denton	 	TX	 	76205	 	Denton	 	BZ
    Denton Consolidated	 	29,096	 	Square
    Feet	 	                         4.79300
    	 	 	 	              373,116
    
	9.46	 	JPMCB	 	 	 	1555
    75th Street	 	Woodridge	 	IL	 	60517	 	DuPage	 	BZ
    Woodridge	 	39,700	 	Square
    Feet	 	                         4.79300
    	 	 	 	              373,116
    
	9.47	 	JPMCB	 	 	 	38241
    30th Street East	 	Palmdale	 	CA	 	93550	 	Los
    Angeles	 	Vista
    Lanes	 	35,371	 	Square
    Feet	 	                         4.79300
    	 	 	 	              373,116
    
	9.48	 	JPMCB	 	 	 	2160
    East Semoran Boulevard	 	Apopka	 	FL	 	32703	 	Orange	 	Wekiva
    Lanes	 	36,510	 	Square
    Feet	 	                         4.79300
    	 	 	 	              373,116
    
	9.49	 	JPMCB	 	 	 	1100
    Lake Street	 	Roselle	 	IL	 	60172	 	DuPage	 	BZ
    Roselle	 	40,723	 	Square
    Feet	 	                         4.79300
    	 	 	 	              347,677
    
	9.50	 	JPMCB	 	 	 	558
    East North Avenue	 	Glendale
    Heights	 	IL	 	60139	 	DuPage	 	BZ
    Glendale Heights	 	28,848	 	Square
    Feet	 	                         4.79300
    	 	 	 	              344,285
    
	9.51	 	JPMCB	 	 	 	9751
    West 49th Avenue	 	Wheat
    Ridge	 	CO	 	80033	 	Jefferson	 	BZ
    Wheat Ridge	 	36,342	 	Square
    Feet	 	                         4.79300
    	 	 	 	              340,893
    
	9.52	 	JPMCB	 	 	 	999
    North Circle Drive	 	Colorado
    Springs	 	CO	 	80909	 	El
    Paso	 	BZ
    Circle Consolidated	 	34,856	 	Square
    Feet	 	                         4.79300
    	 	 	 	              339,197
    
	9.53	 	JPMCB	 	 	 	316
    Center Drive	 	Vernon
    Hills	 	IL	 	60061	 	Lake	 	BZ
    Hawthorn Lanes	 	36,521	 	Square
    Feet	 	                         4.79300
    	 	 	 	              312,061
    
	9.54	 	JPMCB	 	 	 	114
    South Camino Seco	 	Tucson	 	AZ	 	85710	 	Pima	 	Camino
    Seco Bowl	 	28,049	 	Square
    Feet	 	                         4.79300
    	 	 	 	              310,365
    
	9.55	 	JPMCB	 	 	 	3025
    Altamesa Boulevard	 	Fort
    Worth	 	TX	 	76133	 	Tarrant	 	Westcreek
    Lanes Consolidated	 	35,651	 	Square
    Feet	 	                         4.79300
    	 	 	 	              303,581
    
	9.56	 	JPMCB	 	 	 	38931
    Center Ridge Road	 	North
    Ridgeville	 	OH	 	44039	 	Lorain	 	BZ
    North Ridgeville	 	35,456	 	Square
    Feet	 	                         4.79300
    	 	 	 	              296,797
    
	9.57	 	JPMCB	 	 	 	4742
    State Route 51	 	Belle
    Vernon	 	PA	 	15012	 	Fayette	 	BZ
    Belle Vernon	 	30,797	 	Square
    Feet	 	                         4.79300
    	 	 	 	              262,877
    
	9.58	 	JPMCB	 	 	 	631
    Lakehurst Road	 	Waukegan	 	IL	 	60085	 	Lake	 	BZ
    Fountain Square	 	29,010	 	Square
    Feet	 	                         4.79300
    	 	 	 	              205,214
    


 






    	 2



    	 



    

 


	JPMBB 2015-C31 - 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 
	10	 	JPMCB	 	Cumberland
    Place Apartments of Tyler Texas LLC	 	2051
    West Cumberland Road	 	Tyler	 	TX	 	75703	 	Smith	 	Cumberland
    Apartments	 	314	 	Units	 	                         4.46300
    	 	4.45100
    	 	         31,800,000
    
	11	 	JPMCB	 	Hertz
    Grand Rapids One, LLC	 	333
    Bridge Street Northwest	 	Grand
    Rapids	 	MI	 	49504	 	Kent	 	Bridgewater
    Place	 	355,934	 	Square
    Feet	 	                         4.76781
    	 	4.75581
    	 	         31,000,000
    
	12	 	RCMC	 	Atlas
    35-75 Industrial, LP	 	Various	 	Various	 	TX	 	Various	 	Various	 	ATCAP
    35-75 Industrial Portfolio	 	700,790	 	Square
    Feet	 	                         4.62000
    	 	4.60800
    	 	         30,500,000
    
	12.01	 	RCMC	 	 	 	601-675
    North Glenville Drive & 650-670 International Parkway	 	Richardson	 	TX	 	75081	 	Dallas	 	Richardson
    Business Center	 	221,334	 	Square
    Feet	 	                         4.62000
    	 	 	 	         10,649,578
    
	12.02	 	RCMC	 	 	 	1430
    Bradley Lane	 	Carrollton	 	TX	 	75007	 	Denton	 	Trinity
    Mills Distribution Center	 	241,354	 	Square
    Feet	 	                         4.62000
    	 	 	 	           8,344,782
    
	12.03	 	RCMC	 	 	 	1352-1366
    Exchange Drive & 1355-1371 North Glenville Drive	 	Richardson	 	TX	 	75081	 	Dallas	 	Richardson
    Distribution Center	 	121,931	 	Square
    Feet	 	                         4.62000
    	 	 	 	           5,906,491
    
	12.04	 	RCMC	 	 	 	1201
    & 1299 Commerce Drive	 	Richardson	 	TX	 	75081	 	Dallas	 	Innovation
    Park	 	116,171	 	Square
    Feet	 	                         4.62000
    	 	 	 	           5,599,149
    
	13	 	Barclays	 	M.R.
    Champa, LLC	 	1500
    Champa Street	 	Denver	 	CO	 	80202	 	Denver	 	1500
    Champa Street	 	143,970	 	Square
    Feet	 	                         5.16900
    	 	5.15700
    	 	         30,000,000
    
	14	 	Barclays	 	AAHF-102,
    LLC, AAHF-103, LLC, AAHF-107, LLC, AAHF 108, LLC, ARCO Place Acquisition I, LLC, University Townhomes Acquisition LLC, Brentwood
    Creek Acquisition, LLC, Brentwood Heights Acquisition, LLC, Candler Acquisition, LLC, Lakewood Forest Acquisition LLC 	 	Various	 	Various	 	Various	 	Various	 	Various	 	Klotz
    Multifamily Portfolio	 	1,356	 	Units	 	                         4.98800
    	 	4.97600
    	 	         29,756,250
    
	14.01	 	Barclays	 	 	 	3239
    Justina Road	 	Jacksonville	 	FL	 	32277	 	Duval	 	University
    Townhomes	 	200	 	Units	 	                         4.98800
    	 	 	 	           5,830,930
    
	14.02	 	Barclays	 	 	 	1935
    & 1939 Alison Court Southwest	 	Atlanta	 	GA	 	30311	 	Fulton	 	Brentwood
    Creek Apartments	 	238	 	Units	 	                         4.98800
    	 	 	 	           4,356,750
    
	14.03	 	Barclays	 	 	 	100
    Redwood Circle	 	Pensacola	 	FL	 	32506	 	Escambia	 	Wellington
    Apartments	 	132	 	Units	 	                         4.98800
    	 	 	 	           3,846,500
    
	14.04	 	Barclays	 	 	 	830
    Arlington River Drive	 	Jacksonville	 	FL	 	32211	 	Duval	 	Cimarron
    Apartments	 	112	 	Units	 	                         4.98800
    	 	 	 	           3,605,970
    
	14.05	 	Barclays	 	 	 	1974
    & 1990 Alison Court Southwest	 	Atlanta	 	GA	 	30311	 	Fulton	 	Brentwood
    Heights Apartments	 	196	 	Units	 	                         4.98800
    	 	 	 	           3,297,000
    
	14.06	 	Barclays	 	 	 	2571
    Candler Road	 	Decatur	 	GA	 	30032	 	Dekalb	 	Candler
    Apartments	 	236	 	Units	 	                         4.98800
    	 	 	 	           3,150,000
    
	14.07	 	Barclays	 	 	 	1665
    Dogwood Place	 	Pensacola	 	FL	 	32505	 	Escambia	 	Dogwood
    Apartments	 	96	 	Units	 	                         4.98800
    	 	 	 	           2,531,850
    
	14.08	 	Barclays	 	 	 	2600
    Old Hapeville Road Southwest	 	Atlanta	 	GA	 	30315	 	Fulton	 	Lakewood
    Forest Apartments	 	80	 	Units	 	                         4.98800
    	 	 	 	           1,476,913
    
	14.09	 	Barclays	 	 	 	1035
    Arco Drive	 	Jacksonville	 	FL	 	32211	 	Duval	 	Arco
    Apartments	 	48	 	Units	 	                         4.98800
    	 	 	 	           1,200,000
    
	14.10	 	Barclays	 	 	 	10163
    Guidy Lane	 	Pensacola	 	FL	 	32514	 	Escambia	 	Guidy
    Lane Apartments	 	18	 	Units	 	                         4.98800
    	 	 	 	              460,337
    
	15	 	JPMCB	 	Albany
    Road-Inwood LLC, Albany Road-Winbrook LLC	 	Various	 	Rocky
    Hill	 	CT	 	06067	 	Hartford	 	Central
    Connecticut Portfolio	 	328,951	 	Square
    Feet	 	                         4.35700
    	 	4.30500
    	 	         28,300,000
    
	15.01	 	JPMCB	 	 	 	712,
    714 & 716 Brook Street	 	Rocky
    Hill	 	CT	 	06067	 	Hartford	 	Winbrook
    Business Park	 	167,246	 	Square
    Feet	 	                         4.35700
    	 	 	 	         16,300,000
    
	15.02	 	JPMCB	 	 	 	30,
    50, 65 & 70 Inwood Road	 	Rocky
    Hill	 	CT	 	06067	 	Hartford	 	Inwood
    Business Park	 	161,705	 	Square
    Feet	 	                         4.35700
    	 	 	 	         12,000,000
    
	16	 	SMF
    II	 	Voorhees
    Group, L.L.C.	 	600
    South Idaho Road	 	Apache
    Junction	 	AZ	 	85119	 	Pinal	 	Rock
    Shadows	 	683	 	Pads	 	                         4.66300
    	 	4.65100
    	 	         21,000,000
    
	17	 	Barclays	 	Del
    3750 Monroe Avenue Associates, LLC	 	3750
    Monroe Avenue	 	Pittsford	 	NY	 	14534	 	Monroe	 	3750
    Monroe Avenue	 	259,977	 	Square
    Feet	 	                         4.69700
    	 	4.65750
    	 	         20,000,000
    
	18	 	Barclays	 	Helf
    Pavilion, LLC	 	310
    West Valley Parkway	 	Escondido	 	CA	 	92025	 	San
    Diego	 	Signature
    Pavilion Shopping Center	 	88,271	 	Square
    Feet	 	                         4.59400
    	 	4.53200
    	 	         19,700,000
    
	19	 	RAIT	 	Midway
    Commons, Ltd.	 	3410,
    3414, & 3418 Midcourt Road; 2015 Midway Road	 	Carrollton	 	TX	 	75006	 	Dallas	 	Midway
    Commons	 	174,940	 	Square
    Feet	 	                         4.24000
    	 	4.18050
    	 	         13,875,000
    
	20	 	SMF
    II	 	Bhojani
    Realty Partnership, LLC, Royal Independence I, Inc.	 	Various	 	Avenel	 	NJ	 	07001	 	Middlesex	 	Comfort
    Suites and Fairfield Inn Woodbridge	 	191	 	Rooms	 	                         4.88300
    	 	4.87100
    	 	         12,000,000
    
	20.01	 	SMF
    II	 	 	 	1295
    US Highway 1	 	Avenel	 	NJ	 	07001	 	Middlesex	 	Fairfield
    Inn Woodbridge	 	90	 	Rooms	 	                         4.88300
    	 	 	 	           6,750,000
    
	20.02	 	SMF
    II	 	 	 	1275
    US Highway 1	 	Avenel	 	NJ	 	07001	 	Middlesex	 	Comfort
    Suites Woodbridge	 	101	 	Rooms	 	                         4.88300
    	 	 	 	           5,250,000
    
	21	 	JPMCB	 	Dadeland
    Executive Plaza LLC	 	9700
    South Dixie Highway	 	Miami	 	FL	 	33156	 	Miami-Dade	 	Dadeland
    at 9700	 	67,808	 	Square
    Feet	 	                         4.32800
    	 	4.26850
    	 	         12,000,000
    
	22	 	JPMCB	 	CF
    Retail Properties DST VI	 	Various	 	Various	 	Various	 	Various	 	Various	 	Dollar
    General Portfolio	 	108,756	 	Square
    Feet	 	                         4.48800
    	 	4.43600
    	 	         11,800,000
    
	22.01	 	JPMCB	 	 	 	1835
    North Reading Road	 	Stevens	 	PA	 	17578	 	Lancaster	 	Dollar
    General - Denver	 	9,100	 	Square
    Feet	 	                         4.48800
    	 	 	 	           1,147,000
    
	22.02	 	JPMCB	 	 	 	105
    Concord Church Road	 	Beaver
    Falls	 	PA	 	15010	 	Beaver	 	Dollar
    General - Beaver Falls	 	9,100	 	Square
    Feet	 	                         4.48800
    	 	 	 	           1,087,000
    
	22.03	 	JPMCB	 	 	 	4911
    Carlisle Road	 	Dover	 	PA	 	17315	 	York	 	Dollar
    General - Dover	 	9,026	 	Square
    Feet	 	                         4.48800
    	 	 	 	           1,081,000
    
	22.04	 	JPMCB	 	 	 	412
    Wolcott Road	 	Wolcott	 	CT	 	06716	 	New
    Haven	 	Dollar
    General - Wolcott	 	9,026	 	Square
    Feet	 	                         4.48800
    	 	 	 	           1,074,000
    
	22.05	 	JPMCB	 	 	 	7129
    Anthony Highway	 	Waynesboro	 	PA	 	17268	 	Franklin	 	Dollar
    General - Waynesboro	 	9,100	 	Square
    Feet	 	                         4.48800
    	 	 	 	           1,067,000
    
	22.06	 	JPMCB	 	 	 	8573
    Market Street	 	Youngstown	 	OH	 	44512	 	Mahoning	 	Dollar
    General - Youngstown	 	9,026	 	Square
    Feet	 	                         4.48800
    	 	 	 	           1,061,000
    
	22.07	 	JPMCB	 	 	 	477
    West Main Street	 	Canfield	 	OH	 	44406	 	Mahoning	 	Dollar
    General - Canfield	 	9,026	 	Square
    Feet	 	                         4.48800
    	 	 	 	              988,000
    
	22.08	 	JPMCB	 	 	 	19540
    US Highway 50	 	Chillicothe	 	OH	 	45601	 	Ross	 	Dollar
    General - Chillicothe	 	9,026	 	Square
    Feet	 	                         4.48800
    	 	 	 	              935,000
    
	22.09	 	JPMCB	 	 	 	46837
    State Route 46	 	New
    Waterford	 	OH	 	44445	 	Columbiana	 	Dollar
    General - New Waterford	 	9,100	 	Square
    Feet	 	                         4.48800
    	 	 	 	              908,000
    
	22.10	 	JPMCB	 	 	 	14901
    South Anderson Road	 	Oklahoma
    City	 	OK	 	73165	 	Cleveland	 	Dollar
    General - Oklahoma City	 	9,026	 	Square
    Feet	 	                         4.48800
    	 	 	 	              868,000
    
	22.11	 	JPMCB	 	 	 	430
    North Ellsworth Road	 	Box
    Elder	 	SD	 	57719	 	Pennington	 	Dollar
    General - Box Elder	 	9,100	 	Square
    Feet	 	                         4.48800
    	 	 	 	              802,000
    
	22.12	 	JPMCB	 	 	 	67
    Tile Mill Road	 	Beaver	 	OH	 	45613	 	Pike	 	Dollar
    General - Beaver	 	9,100	 	Square
    Feet	 	                         4.48800
    	 	 	 	              782,000
    
	23	 	RCMC	 	Parkwood
    Holdings Ltd., Victor Y Remedios (US) LLC	 	Various	 	Various	 	TX	 	Various	 	Various	 	Parkwood
    I & Willowbrook I & II Portfolio	 	189,709	 	Square
    Feet	 	                         4.65000
    	 	4.60050
    	 	         11,250,000
    
	23.01	 	RCMC	 	 	 	10077
    Grogans Mill Road	 	The
    Woodlands	 	TX	 	77380	 	Montgomery	 	Parkwood
    I	 	102,156	 	Square
    Feet	 	                         4.65000
    	 	 	 	           7,981,000
    
	23.02	 	RCMC	 	 	 	17314
    & 17350 State Highway 249	 	Houston	 	TX	 	77064	 	Harris	 	Willowbrook
    I & II	 	87,553	 	Square
    Feet	 	                         4.65000
    	 	 	 	           3,269,000
    
	24	 	SMF
    II	 	NWCC
    Center Plaza LLC	 	2006
    South 320th Street	 	Federal
    Way	 	WA	 	98003	 	King	 	Center
    Plaza	 	73,578	 	Square
    Feet	 	                         4.89200
    	 	4.88000
    	 	         10,725,000
    
	25	 	Barclays	 	Biddle
    Street Owner LP	 	3501
    East Biddle Street	 	Baltimore
    	 	MD	 	21213	 	Baltimore
    City	 	3501
    East Biddle Street	 	195,089	 	Square
    Feet	 	                         4.21900
    	 	4.20700
    	 	         10,600,000
    
	26	 	SMF
    II	 	Sixth
    Avenue Promenade, LLC	 	Various	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	6th
    Avenue Mixed Use	 	59,654	 	Square
    Feet	 	                         4.72400
    	 	4.71200
    	 	         10,300,000
    
	26.01	 	SMF
    II	 	 	 	3731-3739
    6th Avenue	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	3731-3739
    6th Avenue	 	13,883	 	Square
    Feet	 	                         4.72400
    	 	 	 	           3,705,000
    
	26.02	 	SMF
    II	 	 	 	3785
    6th Avenue	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	3785
    6th Avenue	 	10,607	 	Square
    Feet	 	                         4.72400
    	 	 	 	           1,941,000
    
	26.03	 	SMF
    II	 	 	 	3715
    6th Avenue	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	3715
    6th Avenue	 	6,672	 	Square
    Feet	 	                         4.72400
    	 	 	 	           1,426,000
    
	26.04	 	SMF
    II	 	 	 	3795
    6th Avenue	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	3795
    6th Avenue	 	7,600	 	Square
    Feet	 	                         4.72400
    	 	 	 	           1,348,000
    
	26.05	 	SMF
    II	 	 	 	3725
    6th Avenue	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	3725
    6th Avenue	 	4,166	 	Square
    Feet	 	                         4.72400
    	 	 	 	           1,000,000
    
	26.06	 	SMF
    II	 	 	 	3751-3757
    6th Avenue	 	San
    Diego	 	CA	 	92103	 	San
    Diego	 	3751-3757
    6th Avenue	 	16,726	 	Square
    Feet	 	                         4.72400
    	 	 	 	              880,000
    
	27	 	Barclays	 	SSSP
    South Rowlett Collierville, LLC, SSSP North Watkins Frayser, LLC, SSSP Olive Branch, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	Simply
    Self Storage Portfolio - Memphis MSA II	 	1,782	 	Units	 	                         4.31600
    	 	4.30400
    	 	           9,950,000
    
	27.01	 	Barclays	 	 	 	8650
    Midsouth Drive	 	Olive
    Branch	 	MS	 	38654	 	De
    Soto	 	Simply
    Self Storage - Olive Branch, MS	 	777	 	Units	 	                         4.31600
    	 	 	 	           6,850,000
    
	27.02	 	Barclays	 	 	 	651
    South Rowlett Street	 	Collierville	 	TN	 	38017	 	Shelby	 	Simply
    Self Storage - Collierville, TN	 	434	 	Units	 	                         4.31600
    	 	 	 	           2,200,000
    
	27.03	 	Barclays	 	 	 	3969
    North Watkins Street	 	Memphis	 	TN	 	38127	 	Shelby	 	Simply
    Self Storage - Memphis, TN	 	571	 	Units	 	                         4.31600
    	 	 	 	              900,000
    
	28	 	SMF
    II	 	JKS-Lakeview,
    LP	 	11912-11974
    Foothill Boulevard	 	Lake
    View Terrace	 	CA	 	91342	 	Los
    Angeles	 	Lakeview
    Terrace	 	78,634	 	Square
    Feet	 	                         4.83400
    	 	4.78200
    	 	           9,600,000
    
	29	 	SMF
    II	 	Eastlake
    Commons Associates II, LLC	 	44801-44975
    Hayes Road & 15032-15080 Hall Road	 	Sterling
    Heights	 	MI	 	48313	 	Macomb	 	Eastlake
    Commons	 	93,192	 	Square
    Feet	 	                         4.75000
    	 	4.73800
    	 	           9,600,000
    
	30	 	Barclays	 	Marquise
    Parc, LLC	 	1000
    Montreal Road	 	Clarkston	 	GA	 	30021	 	Dekalb	 	Marquis
    Parc Apartments	 	290	 	Units	 	                         4.67500
    	 	4.63300
    	 	           9,400,000
    
	31	 	SMF
    II	 	Wagner
    Pembroke Pines LLC, Storage Pros Pembroke Pines LLC	 	8321
    Pines Boulevard	 	Pembroke
    Pines	 	FL	 	33024	 	Broward	 	Storage
    Pros Pembroke Pines	 	1,014	 	Units	 	                         4.76600
    	 	4.75400
    	 	           9,300,000
    
	32	 	JPMCB	 	Harbourwalk
    Hotel Limited Partnership	 	223
    Gas Light Circle	 	Racine	 	WI	 	53403	 	Racine	 	Doubletree
    Racine	 	121	 	Rooms	 	                         4.75600
    	 	4.74400
    	 	           8,100,000
    
	33	 	Barclays	 	North
    Lane Associates	 	444
    East North Lane	 	Conshohocken	 	PA	 	19428	 	Montgomery	 	David’s
    Bridal Distribution Center	 	174,400	 	Square
    Feet	 	                         4.68800
    	 	4.67600
    	 	           8,000,000
    
	34	 	RCMC	 	Atlas
    Market Street, LP	 	Various	 	Various	 	TX	 	Various	 	Various	 	ATCAP
    Austin & Houston Industrial Portfolio	 	181,688	 	Square
    Feet	 	                         4.60000
    	 	4.58800
    	 	           8,000,000
    
	34.01	 	RCMC	 	 	 	8451
    Market Street Road	 	Houston	 	TX	 	77029	 	Harris	 	Houston
    Industrial	 	120,810	 	Square
    Feet	 	                         4.60000
    	 	 	 	           4,603,774
    
	34.02	 	RCMC	 	 	 	8330
    Cross Park Drive	 	Austin	 	TX	 	78754	 	Travis	 	Austin
    Industrial	 	60,878	 	Square
    Feet	 	                         4.60000
    	 	 	 	           3,396,226
    
	35	 	RAIT	 	Legacy
    AH, LLC	 	300
    Marietta Street Northwest	 	Atlanta	 	GA	 	30313	 	Fulton	 	300
    Marietta Street	 	34,359	 	Square
    Feet	 	                         4.55500
    	 	4.54300
    	 	           7,900,000
    
	36	 	Barclays	 	Pearl
    Hospitality Roselle, LLC	 	1490
    West Lake Street	 	Roselle	 	IL	 	60172	 	DuPage	 	Holiday
    Inn Express & Suites - Chicago West	 	101	 	Rooms	 	                         5.21000
    	 	5.19800
    	 	           7,700,000
    
	37	 	Barclays	 	Woodridge
    Apartments Holding LLC	 	8225
    East Speedway Boulevard	 	Tucson	 	AZ	 	85710	 	Pima	 	Woodridge
    Apartments	 	204	 	Units	 	                         4.73500
    	 	4.67300
    	 	           7,150,000
    
	38	 	JPMCB	 	LH
    835 Heights LLC	 	835
    Heights Boulevard	 	Houston	 	TX	 	77007	 	Harris	 	835
    Heights	 	48	 	Units	 	                         4.48500
    	 	4.43300
    	 	           7,050,000
    
	39	 	SMF
    II	 	Everest
    Hospitality, LLC	 	10305
    Cascade Crossing	 	Cleveland	 	OH	 	44144	 	Cuyahoga	 	Hampton
    Inn Cleveland Airport	 	81	 	Rooms	 	                         4.75200
    	 	4.74000
    	 	           7,000,000
    
	40	 	Barclays	 	12005
    Burgard Equities LLC	 	12005
    North Burgard Street	 	Portland	 	OR	 	97203	 	Multnomah	 	Burgard
    Industrial	 	80,307	 	Square
    Feet	 	                         4.09600
    	 	4.08400
    	 	           6,750,000
    
	41	 	RAIT	 	Del
    192 Mill Street Realty, LLC	 	192-194
    Mill Street	 	Rochester	 	NY	 	14614	 	Monroe	 	Mill
    Street Lofts	 	52,926	 	Square
    Feet	 	                         5.00000
    	 	4.91050
    	 	           6,600,000
    
	42	 	SMF
    II	 	Schoolcraft
    Commons Retail SPE LLC, Schoolcraft Commons Unit 2 SPE LLC, Schoolcraft Commons Unit 3 SPE LLC, Schoolcraft Commons Unit 4
    SPE LLC, Schoolcraft Commons Unit 5 SPE LLC	 	17370-17900
    Haggerty Road	 	Livonia	 	MI	 	48152	 	Wayne	 	College
    Park Retail 	 	43,649	 	Square
    Feet	 	                         4.74500
    	 	4.73300
    	 	           6,250,000
    
	43	 	JPMCB	 	15543
    Rayen Townhomes, LLC	 	15543
    Rayen Street	 	North
    Hills	 	CA	 	91343	 	Los
    Angeles	 	Rayen
    Townhomes	 	60	 	Units	 	                         4.40000
    	 	4.38800
    	 	           6,100,000
    
	44	 	SMF
    II	 	Circle
    Mobile Home Park, LLC	 	6071
    Jefferson Avenue	 	Newport
    News	 	VA	 	23605	 	Newport
    News City	 	Circle
    Mobile Home Park	 	206	 	Pads	 	                         4.74300
    	 	4.70350
    	 	           6,000,000
    
	45	 	SMF
    II	 	WHLR-Sunshine
    Shopping Plaza, LLC	 	1107-1177
    Homestead Road North	 	Lehigh
    Acres	 	FL	 	33936	 	Lee	 	Sunshine
    Plaza	 	111,189	 	Square
    Feet	 	                         4.57400
    	 	4.56200
    	 	           5,900,000
    
	46	 	RCMC	 	Babcock
    Street Associates, LLC, Tomahawk Drive Extension, LLC, Tomahawk Drive Associates, LLC	 	Various	 	Various	 	FL	 	Various	 	Brevard	 	Beachside
    & Babcock Self Storage Portfolio	 	595	 	Units	 	                         4.86000
    	 	4.84800
    	 	           5,725,000
    
	46.01	 	RCMC	 	 	 	136-140
    Tomahawk Drive	 	Indian
    Harbour Beach	 	FL	 	32937	 	Brevard	 	Beachside
    Self Storage	 	320	 	Units	 	                         4.86000
    	 	 	 	           3,666,993
    
	46.02	 	RCMC	 	 	 	6180
    Babcock Street Southeast	 	Palm
    Bay	 	FL	 	32909	 	Brevard	 	Babcock
    Self Storage	 	275	 	Units	 	                         4.86000
    	 	 	 	           2,058,007
    
	47	 	SMF
    II	 	Arbela
    Associates, Inc.	 	24010
    West 7 Mile Road	 	Detroit	 	MI	 	48219	 	Wayne	 	Topinka’s
    Plaza	 	34,136	 	Square
    Feet	 	                         5.05300
    	 	5.04100
    	 	           4,800,000
    
	48	 	Barclays	 	ATA
    Trinity Place TN, LLC	 	7990
    Trinity Road	 	Cordova	 	TN	 	38018	 	Shelby	 	Trinity
    Place	 	47,939	 	Square
    Feet	 	                         4.73000
    	 	4.71800
    	 	           4,725,000
    
	49	 	Barclays	 	Pacific
    PETC-Miami LLC	 	1635
    Northwest 107th Avenue	 	Doral	 	FL	 	33172	 	Miami-Dade	 	Babies
    R Us - Miami International Mall	 	20,255	 	Square
    Feet	 	                         4.60900
    	 	4.54950
    	 	           4,725,000
    
	50	 	Barclays	 	Asak
    Family LLC, AAB Hospitality, Inc.	 	15350
    John F Kennedy Boulevard	 	Houston	 	TX	 	77032	 	Harris	 	Ramada
    Houston Airport	 	96	 	Rooms	 	                         5.22500
    	 	5.21300
    	 	           4,500,000
    
	51	 	SMF
    II	 	Fenton
    Business Center LLC, Kirshner Fenton, LLC, Liebes Fenton, LLC, Sackler Fenton, LLC	 	871
    Harold Place	 	Chula
    Vista	 	CA	 	91914	 	San
    Diego	 	Fenton
    Business Center	 	43,395	 	Square
    Feet	 	                         4.66800
    	 	4.65600
    	 	           4,400,000
    
	52	 	Barclays	 	UBW-MS
    Owner, LLC, UBW-RB Owner, LLC	 	5909
    University Boulevard West	 	Jacksonville	 	FL	 	32216	 	Duval	 	University
    West Shopping Center	 	96,127	 	Square
    Feet	 	                         4.52500
    	 	4.51300
    	 	           4,151,250
    
	53	 	SMF
    II	 	Arlington
    Investments Group, L.L.C., Oberlin Group, L.L.C.	 	53
    North Mountain Road	 	Apache
    Junction	 	AZ	 	85120	 	Maricopa	 	La
    Casa Trail	 	79	 	Pads	 	                         4.66300
    	 	4.65100
    	 	           3,500,000
    
	54	 	Barclays	 	Lakeside
    Industrial Group, LLC	 	1350
    Tri State Parkway	 	Gurnee	 	IL	 	60031	 	Lake	 	Lakeside
    Industrial Plaza	 	56,045	 	Square
    Feet	 	                         4.59000
    	 	4.57800
    	 	           3,400,000
    
	55	 	Barclays	 	ATA
    Hiram Square GA, LLC	 	5157
    Jimmy Lee Smith Parkway	 	Hiram	 	GA	 	30141	 	Paulding	 	Hiram
    Square Shopping Center	 	27,730	 	Square
    Feet	 	                         4.66500
    	 	4.65300
    	 	           3,300,000
    
	56	 	RAIT	 	NatGreensboro
    LLC	 	6509
    Franz Warner Parkway	 	Whitsett	 	NC	 	27377	 	Guilford	 	Berkshire
    Industrial	 	64,000	 	Square
    Feet	 	                         4.81000
    	 	4.79800
    	 	           3,300,000
    
	57	 	SMF
    II	 	C
    & W Group, L.L.C.	 	14010
    South Amado Boulevard	 	Arizona
    City	 	AZ	 	85123	 	Pinal	 	Quail
    Run	 	300	 	Pads	 	                         4.66300
    	 	4.65100
    	 	           2,600,000
    
	58	 	JPMCB	 	FSC
    CES Oklahoma City OK, LLC	 	4701
    United Drive	 	Oklahoma
    City	 	OK	 	73179	 	Oklahoma	 	4701
    United Drive	 	35,850	 	Square
    Feet	 	                         4.02000
    	 	4.00800
    	 	           2,176,850
    


 


    	3



    	 



    

 

	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Cut-off
    Principal Balance 	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)	 	Revised
    Rate (%)	 	Title
    Type	 
	1	 	JPMCB	 	SL
    Civic Wacker LLC	 	   89,000,000.00
    	 	120	 	120	 	08/01/25	 	360	 	360	 	        460,091.01
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	2	 	Barclays	 	First
    Class Hotels, LLC	 	   82,500,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	        428,372.21
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee/Leasehold	 
	3	 	JPMCB	 	HPT
    Sunbelt Portfolio, LLC	 	   76,604,801.82
    	 	120	 	119	 	07/01/25	 	360	 	359	 	        380,350.46
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	3.01	 	JPMCB	 	 	 	   29,764,646.92
    	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	3.02	 	JPMCB	 	 	 	   27,519,243.73
    	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	3.03	 	JPMCB	 	 	 	   19,320,911.16
    	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	4	 	JPMCB	 	Andrew
    D. Gumberg, as Trustee under the Trust Agreement, Dated December 1, 1984, Known as the Coral Ridge Shopping Center Trust	 	   50,000,000.00
    	 	120	 	120	 	08/01/25	 	360	 	360	 	        260,823.67
    	 	0.01250	 	Actual/360	 	No	 	 	 	Fee	 
	5	 	JPMCB	 	Highland
    Owner LLC	 	   45,000,000.00
    	 	120	 	120	 	08/01/25	 	360	 	360	 	        230,932.07
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	6	 	RCMC	 	CCP
    Property Owner Nashville I, LLC	 	   42,000,000.00
    	 	120	 	120	 	08/05/25	 	300	 	300	 	        235,121.53
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee/Leasehold	 
	6.01	 	RCMC	 	 	 	   22,200,000.00
    	 	120	 	120	 	 	 	300	 	300	 	  	 	 	 	 	 	 	 	 	 	Leasehold	 
	6.02	 	RCMC	 	 	 	   12,514,286.00
    	 	120	 	120	 	 	 	300	 	300	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	6.03	 	RCMC	 	 	 	     4,542,857.00
    	 	120	 	120	 	 	 	300	 	300	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	6.04	 	RCMC	 	 	 	     2,742,857.00
    	 	120	 	120	 	 	 	300	 	300	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	7	 	RCMC	 	Chicago
    Freezer II Owners, LLC, Chicago Cold Storage II Owners, LLC, Chicago Warehouse II Owners, LLC, Kingsbridge Freezer II Owners,
    LLC	 	   38,000,000.00
    	 	120	 	119	 	07/05/25	 	360	 	360	 	        193,897.51
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	8	 	RCMC	 	Roxbury
    Medical Tower, LLC, Rox-San Investors, LLC, Roxbury MP, LLC, RoxSan Optimus, LLC	 	   37,200,000.00
    	 	120	 	119	 	07/05/25	 	360	 	360	 	        187,603.83
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	9	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	   34,944,048.01
    	 	120	 	119	 	07/01/25	 	300	 	299	 	        200,407.68
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	9.01	 	JPMCB	 	 	 	     1,794,868.12
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.02	 	JPMCB	 	 	 	     1,574,742.75
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.03	 	JPMCB	 	 	 	     1,469,759.77
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.04	 	JPMCB	 	 	 	        978,711.15
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.05	 	JPMCB	 	 	 	        938,072.39
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.06	 	JPMCB	 	 	 	        932,992.68
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.07	 	JPMCB	 	 	 	        927,066.17
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.08	 	JPMCB	 	 	 	        870,341.80
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.09	 	JPMCB	 	 	 	        863,568.47
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.10	 	JPMCB	 	 	 	        846,635.76
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.11	 	JPMCB	 	 	 	        846,635.76
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.12	 	JPMCB	 	 	 	        846,635.76
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.13	 	JPMCB	 	 	 	        829,703.03
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.14	 	JPMCB	 	 	 	        772,131.84
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.15	 	JPMCB	 	 	 	        772,131.84
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.16	 	JPMCB	 	 	 	        755,199.11
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.17	 	JPMCB	 	 	 	        745,039.43
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.18	 	JPMCB	 	 	 	        690,854.89
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.19	 	JPMCB	 	 	 	        675,615.50
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.20	 	JPMCB	 	 	 	        662,069.15
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.21	 	JPMCB	 	 	 	        618,044.03
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.22	 	JPMCB	 	 	 	        563,859.48
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.23	 	JPMCB	 	 	 	        558,779.79
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.24	 	JPMCB	 	 	 	        535,073.75
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.25	 	JPMCB	 	 	 	        535,073.75
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.26	 	JPMCB	 	 	 	        529,994.05
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.27	 	JPMCB	 	 	 	        524,914.34
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.28	 	JPMCB	 	 	 	        524,914.05
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.29	 	JPMCB	 	 	 	        524,914.05
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.30	 	JPMCB	 	 	 	        516,447.70
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.31	 	JPMCB	 	 	 	        509,674.67
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.32	 	JPMCB	 	 	 	        507,981.34
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.33	 	JPMCB	 	 	 	        496,128.60
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.34	 	JPMCB	 	 	 	        474,115.89
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.35	 	JPMCB	 	 	 	        462,263.16
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.36	 	JPMCB	 	 	 	        461,416.65
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.37	 	JPMCB	 	 	 	        431,784.38
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.38	 	JPMCB	 	 	 	        423,318.02
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.39	 	JPMCB	 	 	 	        423,318.02
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.40	 	JPMCB	 	 	 	        406,385.30
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.41	 	JPMCB	 	 	 	        406,385.30
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.42	 	JPMCB	 	 	 	        397,918.94
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.43	 	JPMCB	 	 	 	        389,452.58
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.44	 	JPMCB	 	 	 	        380,986.22
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.45	 	JPMCB	 	 	 	        372,519.86
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.46	 	JPMCB	 	 	 	        372,519.86
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.47	 	JPMCB	 	 	 	        372,519.86
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.48	 	JPMCB	 	 	 	        372,519.86
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.49	 	JPMCB	 	 	 	        347,120.77
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.50	 	JPMCB	 	 	 	        343,734.12
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.51	 	JPMCB	 	 	 	        340,347.75
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.52	 	JPMCB	 	 	 	        338,654.42
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.53	 	JPMCB	 	 	 	        311,562.01
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.54	 	JPMCB	 	 	 	        309,868.67
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.55	 	JPMCB	 	 	 	        303,095.65
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.56	 	JPMCB	 	 	 	        296,322.61
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.57	 	JPMCB	 	 	 	        262,457.18
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	9.58	 	JPMCB	 	 	 	        204,885.98
    	 	120	 	119	 	 	 	300	 	299	 	  	 	 	 	 	 	 	 	 	 	Fee	 


 






    	4



    	 



    

 


	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Cut-off
    Principal Balance 	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)	 	Revised
    Rate (%)	 	Title
    Type	 
	10	 	JPMCB	 	Cumberland
    Place Apartments of Tyler Texas LLC	 	   31,800,000.00
    	 	120	 	120	 	08/01/25	 	360	 	360	 	        160,427.57
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	11	 	JPMCB	 	Hertz
    Grand Rapids One, LLC	 	   30,938,494.89
    	 	60	 	58	 	06/01/20	 	360	 	358	 	        156,064.81
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	12	 	RCMC	 	Atlas
    35-75 Industrial, LP	 	   30,500,000.00
    	 	120	 	120	 	08/05/25	 	360	 	360	 	        156,721.30
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	12.01	 	RCMC	 	 	 	   10,649,578.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	12.02	 	RCMC	 	 	 	     8,344,782.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	12.03	 	RCMC	 	 	 	     5,906,491.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	12.04	 	RCMC	 	 	 	     5,599,149.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	13	 	Barclays	 	M.R.
    Champa, LLC	 	   30,000,000.00
    	 	120	 	120	 	08/06/25	 	300	 	300	 	        178,343.56
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	14	 	Barclays	 	AAHF-102,
    LLC, AAHF-103, LLC, AAHF-107, LLC, AAHF 108, LLC, ARCO Place Acquisition I, LLC, University Townhomes Acquisition LLC, Brentwood
    Creek Acquisition, LLC, Brentwood Heights Acquisition, LLC, Candler Acquisition, LLC, Lakewood Forest Acquisition LLC 	 	   29,756,250.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	        159,519.83
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	14.01	 	Barclays	 	 	 	     5,830,930.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.02	 	Barclays	 	 	 	     4,356,750.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.03	 	Barclays	 	 	 	     3,846,500.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.04	 	Barclays	 	 	 	     3,605,970.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.05	 	Barclays	 	 	 	     3,297,000.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.06	 	Barclays	 	 	 	     3,150,000.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.07	 	Barclays	 	 	 	     2,531,850.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.08	 	Barclays	 	 	 	     1,476,913.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.09	 	Barclays	 	 	 	     1,200,000.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	14.10	 	Barclays	 	 	 	        460,337.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	15	 	JPMCB	 	Albany
    Road-Inwood LLC, Albany Road-Winbrook LLC	 	   28,300,000.00
    	 	120	 	119	 	07/01/25	 	360	 	360	 	        140,997.43
    	 	0.04500	 	Actual/360	 	No	 	 	 	Fee	 
	15.01	 	JPMCB	 	 	 	   16,300,000.00
    	 	120	 	119	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	15.02	 	JPMCB	 	 	 	   12,000,000.00
    	 	120	 	119	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	16	 	SMF
    II	 	Voorhees
    Group, L.L.C.	 	   21,000,000.00
    	 	120	 	120	 	08/06/25	 	0	 	0	 	           82,962.54
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	17	 	Barclays	 	Del
    3750 Monroe Avenue Associates, LLC	 	   19,977,201.28
    	 	120	 	119	 	07/06/25	 	360	 	359	 	        103,691.50
    	 	0.03250	 	Actual/360	 	No	 	 	 	Fee	 
	18	 	Barclays	 	Helf
    Pavilion, LLC	 	   19,700,000.00
    	 	120	 	120	 	08/06/25	 	300	 	300	 	        110,552.73
    	 	0.05500	 	Actual/360	 	No	 	 	 	Fee	 
	19	 	RAIT	 	Midway
    Commons, Ltd.	 	   13,875,000.00
    	 	120	 	118	 	06/01/25	 	360	 	360	 	           68,175.46
    	 	0.05250	 	Actual/360	 	No	 	 	 	Fee	 
	20	 	SMF
    II	 	Bhojani
    Realty Partnership, LLC, Royal Independence I, Inc.	 	   12,000,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           63,563.27
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	20.01	 	SMF
    II	 	 	 	     6,750,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	20.02	 	SMF
    II	 	 	 	     5,250,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	21	 	JPMCB	 	Dadeland
    Executive Plaza LLC	 	   11,968,777.85
    	 	120	 	118	 	06/01/25	 	360	 	358	 	           59,582.03
    	 	0.05250	 	Actual/360	 	No	 	 	 	Fee	 
	22	 	JPMCB	 	CF
    Retail Properties DST VI	 	   11,800,000.00
    	 	120	 	120	 	08/01/25	 	0	 	0	 	           44,867.53
    	 	0.04500	 	Actual/360	 	Yes	 	The
    greater of i) 7.48800% and ii) the 10 year swap yield as of the ARD plus 3.00000%; but in no event to exceed 9.48800%	 	Fee	 
	22.01	 	JPMCB	 	 	 	     1,147,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.02	 	JPMCB	 	 	 	     1,087,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.03	 	JPMCB	 	 	 	     1,081,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.04	 	JPMCB	 	 	 	     1,074,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.05	 	JPMCB	 	 	 	     1,067,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.06	 	JPMCB	 	 	 	     1,061,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.07	 	JPMCB	 	 	 	        988,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.08	 	JPMCB	 	 	 	        935,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.09	 	JPMCB	 	 	 	        908,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.10	 	JPMCB	 	 	 	        868,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.11	 	JPMCB	 	 	 	        802,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	22.12	 	JPMCB	 	 	 	        782,000.00
    	 	120	 	120	 	 	 	0	 	0	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	23	 	RCMC	 	Parkwood
    Holdings Ltd., Victor Y Remedios (US) LLC	 	   11,250,000.00
    	 	120	 	120	 	08/05/25	 	360	 	360	 	           58,009.14
    	 	0.04250	 	Actual/360	 	No	 	 	 	Fee	 
	23.01	 	RCMC	 	 	 	     7,981,000.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	23.02	 	RCMC	 	 	 	     3,269,000.00
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	24	 	SMF
    II	 	NWCC
    Center Plaza LLC	 	   10,725,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           56,868.30
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	25	 	Barclays	 	Biddle
    Street Owner LP	 	   10,600,000.00
    	 	60	 	60	 	08/06/20	 	360	 	360	 	           51,953.44
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	26	 	SMF
    II	 	Sixth
    Avenue Promenade, LLC	 	   10,300,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           53,568.38
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	26.01	 	SMF
    II	 	 	 	     3,705,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	26.02	 	SMF
    II	 	 	 	     1,941,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	26.03	 	SMF
    II	 	 	 	     1,426,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	26.04	 	SMF
    II	 	 	 	     1,348,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	26.05	 	SMF
    II	 	 	 	     1,000,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	26.06	 	SMF
    II	 	 	 	        880,000.00
    	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 	Fee	 
	27	 	Barclays	 	SSSP
    South Rowlett Collierville, LLC, SSSP North Watkins Frayser, LLC, SSSP Olive Branch, LLC	 	     9,950,000.00
    	 	60	 	59	 	07/06/20	 	360	 	360	 	           49,333.23
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	27.01	 	Barclays	 	 	 	     6,850,000.00
    	 	60	 	59	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	27.02	 	Barclays	 	 	 	     2,200,000.00
    	 	60	 	59	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	27.03	 	Barclays	 	 	 	        900,000.00
    	 	60	 	59	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	28	 	SMF
    II	 	JKS-Lakeview,
    LP	 	     9,600,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           50,565.35
    	 	0.04500	 	Actual/360	 	No	 	 	 	Fee	 
	29	 	SMF
    II	 	Eastlake
    Commons Associates II, LLC	 	     9,600,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           50,078.14
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	30	 	Barclays	 	Marquise
    Parc, LLC	 	     9,389,230.72
    	 	120	 	119	 	07/06/25	 	360	 	359	 	           48,610.81
    	 	0.03500	 	Actual/360	 	No	 	 	 	Fee	 
	31	 	SMF
    II	 	Wagner
    Pembroke Pines LLC, Storage Pros Pembroke Pines LLC	 	     9,300,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           48,602.93
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	32	 	JPMCB	 	Harbourwalk
    Hotel Limited Partnership	 	     8,100,000.00
    	 	120	 	120	 	08/01/25	 	360	 	360	 	           42,282.73
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	33	 	Barclays	 	North
    Lane Associates	 	     8,000,000.00
    	 	120	 	120	 	08/06/25	 	300	 	300	 	           45,324.57
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	34	 	RCMC	 	Atlas
    Market Street, LP	 	     8,000,000.00
    	 	120	 	119	 	07/05/25	 	360	 	360	 	           41,011.55
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	34.01	 	RCMC	 	 	 	     4,603,773.58
    	 	120	 	119	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	34.02	 	RCMC	 	 	 	     3,396,226.42
    	 	120	 	119	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	35	 	RAIT	 	Legacy
    AH, LLC	 	     7,890,699.93
    	 	120	 	119	 	07/01/25	 	360	 	359	 	           40,286.72
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	36	 	Barclays	 	Pearl
    Hospitality Roselle, LLC	 	     7,700,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           42,329.12
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	37	 	Barclays	 	Woodridge
    Apartments Holding LLC	 	     7,150,000.00
    	 	120	 	119	 	07/06/25	 	360	 	360	 	           37,233.17
    	 	0.05500	 	Actual/360	 	No	 	 	 	Fee	 
	38	 	JPMCB	 	LH
    835 Heights LLC	 	     7,041,569.18
    	 	120	 	119	 	07/01/25	 	360	 	359	 	           35,658.51
    	 	0.04500	 	Actual/360	 	No	 	 	 	Fee	 
	39	 	SMF
    II	 	Everest
    Hospitality, LLC	 	     7,000,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           36,523.75
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	40	 	Barclays	 	12005
    Burgard Equities LLC	 	     6,722,760.46
    	 	120	 	117	 	05/06/25	 	360	 	357	 	           32,600.23
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	41	 	RAIT	 	Del
    192 Mill Street Realty, LLC	 	     6,600,000.00
    	 	120	 	120	 	08/01/25	 	360	 	360	 	           35,430.23
    	 	0.08250	 	Actual/360	 	No	 	 	 	Fee	 
	42	 	SMF
    II	 	Schoolcraft
    Commons Retail SPE LLC, Schoolcraft Commons Unit 2 SPE LLC, Schoolcraft Commons Unit 3 SPE LLC, Schoolcraft Commons Unit 4
    SPE LLC, Schoolcraft Commons Unit 5 SPE LLC	 	     6,250,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           32,584.13
    	 	0.00500	 	Actual/360	 	No	 	 	 	Leasehold	 
	43	 	JPMCB	 	15543
    Rayen Townhomes, LLC	 	     6,100,000.00
    	 	120	 	119	 	07/01/25	 	360	 	360	 	           30,546.42
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	44	 	SMF
    II	 	Circle
    Mobile Home Park, LLC	 	     6,000,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           31,273.53
    	 	0.03250	 	Actual/360	 	No	 	 	 	Fee	 
	45	 	SMF
    II	 	WHLR-Sunshine
    Shopping Plaza, LLC	 	     5,900,000.00
    	 	120	 	120	 	08/06/25	 	0	 	0	 	           22,863.65
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	46	 	RCMC	 	Babcock
    Street Associates, LLC, Tomahawk Drive Extension, LLC, Tomahawk Drive Associates, LLC	 	     5,725,000.00
    	 	120	 	120	 	08/05/25	 	360	 	360	 	           30,245.07
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	46.01	 	RCMC	 	 	 	     3,666,993.46
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	46.02	 	RCMC	 	 	 	     2,058,006.54
    	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 	 	 	Fee	 
	47	 	SMF
    II	 	Arbela
    Associates, Inc.	 	     4,800,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           25,923.14
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	48	 	Barclays	 	ATA
    Trinity Place TN, LLC	 	     4,725,000.00
    	 	120	 	119	 	07/06/25	 	360	 	360	 	           24,590.91
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	49	 	Barclays	 	Pacific
    PETC-Miami LLC	 	     4,717,196.60
    	 	120	 	119	 	07/06/25	 	300	 	299	 	           26,556.27
    	 	0.05250	 	Actual/360	 	No	 	 	 	Fee	 
	50	 	Barclays	 	Asak
    Family LLC, AAB Hospitality, Inc.	 	     4,500,000.00
    	 	120	 	120	 	08/06/25	 	300	 	300	 	           26,899.82
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	51	 	SMF
    II	 	Fenton
    Business Center LLC, Kirshner Fenton, LLC, Liebes Fenton, LLC, Sackler Fenton, LLC	 	     4,400,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           22,735.51
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	52	 	Barclays	 	UBW-MS
    Owner, LLC, UBW-RB Owner, LLC	 	     4,140,866.97
    	 	120	 	118	 	06/06/25	 	360	 	358	 	           21,095.48
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	53	 	SMF
    II	 	Arlington
    Investments Group, L.L.C., Oberlin Group, L.L.C.	 	     3,500,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           18,074.57
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	54	 	Barclays	 	Lakeside
    Industrial Group, LLC	 	     3,400,000.00
    	 	120	 	120	 	08/06/25	 	300	 	300	 	           19,072.41
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	55	 	Barclays	 	ATA
    Hiram Square GA, LLC	 	     3,300,000.00
    	 	120	 	119	 	07/06/25	 	360	 	360	 	           17,045.69
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	56	 	RAIT	 	NatGreensboro
    LLC	 	     3,296,334.51
    	 	120	 	119	 	07/01/25	 	360	 	359	 	           17,333.91
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	57	 	SMF
    II	 	C
    & W Group, L.L.C.	 	     2,600,000.00
    	 	120	 	120	 	08/06/25	 	360	 	360	 	           13,426.82
    	 	0.00500	 	Actual/360	 	No	 	 	 	Fee	 
	58	 	JPMCB	 	FSC
    CES Oklahoma City OK, LLC	 	     2,176,850.00
    	 	120	 	118	 	06/01/25	 	360	 	360	 	           10,417.73
    	 	0.00500	 	Actual/360	 	Yes	 	The
    greater of i) 7.02000% and ii) the ten year swap yield as of the first business day after the ARD plus 3.00000%; but in no
    event to exceed 9.02000%	 	Fee	 


 


    	5



    	 



    

 

	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	1	 	JPMCB	 	SL
    Civic Wacker LLC	 	No	 	No	 	Michael
    Silberberg	 	No	 	15,253
    	 	838,578
    	 	0
    	 	3,000,000
    	 	1,708,278
    	 	0
    	 	6,488,452
    
	2	 	Barclays	 	First
    Class Hotels, LLC	 	No	 	No	 	Allan
    V. Rose	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	212,103
    
	3	 	JPMCB	 	HPT
    Sunbelt Portfolio, LLC	 	No	 	No	 	William
    Z. Hertz, Isaac Hertz, Sarah Hertz	 	No	 	22,100
    	 	4,914,730
    	 	250,000
    	 	6,100,000
    	 	1,783,162
    	 	0
    	 	3,464,019
    
	3.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	JPMCB	 	Andrew
    D. Gumberg, as Trustee under the Trust Agreement, Dated December 1, 1984, Known as the Coral Ridge Shopping Center Trust	 	No	 	No	 	Andrew
    D. Gumberg	 	No	 	3,236
    	 	0
    	 	67,980
    	 	21,573
    	 	412,049
    	 	327,545
    	 	0
    
	5	 	JPMCB	 	Highland
    Owner LLC	 	No	 	No	 	Prism
    Office Holdings LLC	 	No	 	4,516
    	 	0
    	 	0
    	 	0
    	 	35,000
    	 	0
    	 	2,176,373
    
	6	 	RCMC	 	CCP
    Property Owner Nashville I, LLC	 	No	 	No	 	Thomas
    B. Shell, Jr, Jeremy R. Mclendon, Ted M. Sherman	 	No	 	0
    	 	0
    	 	0
    	 	3,000,000
    	 	438,082
    	 	48,550
    	 	196,739
    
	6.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	RCMC	 	Chicago
    Freezer II Owners, LLC, Chicago Cold Storage II Owners, LLC, Chicago Warehouse II Owners, LLC, Kingsbridge Freezer II Owners,
    LLC	 	No	 	No	 	Arnold
    Gumowitz	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    
	8	 	RCMC	 	Roxbury
    Medical Tower, LLC, Rox-San Investors, LLC, Roxbury MP, LLC, RoxSan Optimus, LLC	 	No	 	No	 	David
    Taban, Jerry Illoulian, Michael Pashaie, K. Joseph Shabani	 	No	 	0
    	 	28,500
    	 	0
    	 	0
    	 	158,725
    	 	13,445
    	 	308,536
    
	9	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	No	 	No	 	iStar
    Net Lease I LLC	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    
	9.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.10	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.11	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.12	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.13	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.14	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.15	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.16	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.17	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.18	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.19	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.20	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.21	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.22	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.23	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.24	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.25	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.26	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.27	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.28	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.29	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.30	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.31	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.32	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.33	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.34	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.35	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.36	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.37	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.38	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.39	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.40	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.41	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.42	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.43	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.44	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.45	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.46	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.47	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.48	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.49	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.50	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.51	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.52	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.53	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.54	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.55	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.56	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.57	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.58	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	 6



    	 



    

 


	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	10	 	JPMCB	 	Cumberland
    Place Apartments of Tyler Texas LLC	 	No	 	No	 	George
    R. Walker III	 	No	 	6,542
    	 	0
    	 	0
    	 	0
    	 	344,388
    	 	0
    	 	0
    
	11	 	JPMCB	 	Hertz
    Grand Rapids One, LLC	 	No	 	No	 	William
    Z. Hertz, Isaac Hertz, Sarah Hertz	 	No	 	5,933
    	 	0
    	 	0
    	 	34,110
    	 	683,335
    	 	0
    	 	1,795,582
    
	12	 	RCMC	 	Atlas
    35-75 Industrial, LP	 	No	 	No	 	Brad
    Hannagan, Patrick J. Brady, David Cartwright	 	No	 	150,000
    	 	107,928
    	 	0
    	 	250,000
    	 	385,711
    	 	20,967
    	 	42,861
    
	12.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	Barclays	 	M.R.
    Champa, LLC	 	No	 	No	 	Robert
    Danial	 	No	 	0
    	 	0
    	 	0
    	 	100,000
    	 	38,703
    	 	0
    	 	225,716
    
	14	 	Barclays	 	AAHF-102,
    LLC, AAHF-103, LLC, AAHF-107, LLC, AAHF 108, LLC, ARCO Place Acquisition I, LLC, University Townhomes Acquisition LLC, Brentwood
    Creek Acquisition, LLC, Brentwood Heights Acquisition, LLC, Candler Acquisition, LLC, Lakewood Forest Acquisition LLC 	 	No	 	No	 	Jeff
    Klotz	 	No	 	0
    	 	163,813
    	 	0
    	 	0
    	 	156,044
    	 	0
    	 	0
    
	14.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	JPMCB	 	Albany
    Road-Inwood LLC, Albany Road-Winbrook LLC	 	No	 	No	 	Christopher
    J. Knisley	 	No	 	150,000
    	 	22,211
    	 	250,000
    	 	1,600,000
    	 	43,608
    	 	0
    	 	0
    
	15.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	SMF
    II	 	Voorhees
    Group, L.L.C.	 	No	 	No	 	William
    Corrigan, Jr., William Corrigan, Sr.	 	No	 	75,000
    	 	0
    	 	0
    	 	0
    	 	29,666
    	 	25,211
    	 	320,000
    
	17	 	Barclays	 	Del
    3750 Monroe Avenue Associates, LLC	 	No	 	No	 	Lewis
    Norry, Richard Birdoff	 	No	 	1,700,000
    	 	35,000
    	 	965,000
    	 	1,000,000
    	 	124,230
    	 	43,663
    	 	0
    
	18	 	Barclays	 	Helf
    Pavilion, LLC	 	No	 	No	 	Frank
    M. Goldberg, Herbert J. Solomon	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	100,235
    	 	0
    	 	0
    
	19	 	RAIT	 	Midway
    Commons, Ltd.	 	No	 	No	 	Harkinson
    Family Partners, Ltd.	 	No	 	150,000
    	 	26,750
    	 	0
    	 	0
    	 	109,009
    	 	29,572
    	 	0
    
	20	 	SMF
    II	 	Bhojani
    Realty Partnership, LLC, Royal Independence I, Inc.	 	No	 	No	 	Richard
    Bhojani	 	No	 	0
    	 	29,375
    	 	0
    	 	0
    	 	53,347
    	 	45,910
    	 	800,000
    
	20.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	JPMCB	 	Dadeland
    Executive Plaza LLC	 	No	 	No	 	Isaac
    K. Fisher, Robert G. Berrin	 	500,000.0	 	848
    	 	0
    	 	0
    	 	7,063
    	 	88,355
    	 	59,869
    	 	871,059
    
	22	 	JPMCB	 	CF
    Retail Properties DST VI	 	No	 	No	 	CF
    Real Estate Holdings, LLC	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	69,504
    	 	0
    	 	0
    
	22.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.10	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.11	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.12	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	RCMC	 	Parkwood
    Holdings Ltd., Victor Y Remedios (US) LLC	 	No	 	No	 	Eupaus
    Trust U/A/D April 12, 2015, by Stella Herbruger de Gonzalez as Settlor, Adalberto A. Muller, Jesusa Muller, Christine Muller	 	No	 	100,000
    	 	31,063
    	 	0
    	 	550,000
    	 	345,810
    	 	63,509
    	 	232,989
    
	23.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	SMF
    II	 	NWCC
    Center Plaza LLC	 	No	 	No	 	Mark
    S. McDonald 	 	No	 	0
    	 	65,625
    	 	0
    	 	50,000
    	 	63,260
    	 	12,617
    	 	0
    
	25	 	Barclays	 	Biddle
    Street Owner LP	 	No	 	No	 	Samuel
    Kirschenbaum, Benjamin Rubin	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    
	26	 	SMF
    II	 	Sixth
    Avenue Promenade, LLC	 	No	 	No	 	Bennet
    Greenwald	 	No	 	0
    	 	32,375
    	 	0
    	 	0
    	 	112,317
    	 	5,568
    	 	300,000
    
	26.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.04	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.05	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.06	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	Barclays	 	SSSP
    South Rowlett Collierville, LLC, SSSP North Watkins Frayser, LLC, SSSP Olive Branch, LLC	 	No	 	No	 	Kurt
    O’Brien	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	57,430
    	 	0
    	 	1,126,956
    
	27.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	SMF
    II	 	JKS-Lakeview,
    LP	 	No	 	No	 	John
    Kaufman, Dong Jin Sun	 	No	 	0
    	 	32,750
    	 	0
    	 	0
    	 	43,531
    	 	13,164
    	 	0
    
	29	 	SMF
    II	 	Eastlake
    Commons Associates II, LLC	 	No	 	No	 	Hani
    Mansour, Clint Mansour, Steven Kalabat, Seanan Elia	 	No	 	0
    	 	23,438
    	 	0
    	 	0
    	 	23,092
    	 	15,733
    	 	0
    
	30	 	Barclays	 	Marquise
    Parc, LLC	 	No	 	No	 	Blair
    G. Schlossberg	 	No	 	0
    	 	735,291
    	 	0
    	 	0
    	 	249,908
    	 	37,298
    	 	0
    
	31	 	SMF
    II	 	Wagner
    Pembroke Pines LLC, Storage Pros Pembroke Pines LLC	 	No	 	No	 	Ian
    Burnstein, David Levenfeld	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	61,839
    	 	8,578
    	 	0
    
	32	 	JPMCB	 	Harbourwalk
    Hotel Limited Partnership	 	No	 	No	 	James
    Graves	 	No	 	10,776
    	 	0
    	 	0
    	 	0
    	 	27,440
    	 	0
    	 	2,508,962
    
	33	 	Barclays	 	North
    Lane Associates	 	No	 	No	 	Robert
    L. Burch, Christopher Burch	 	No	 	0
    	 	335,313
    	 	0
    	 	0
    	 	0
    	 	15,754
    	 	0
    
	34	 	RCMC	 	Atlas
    Market Street, LP	 	No	 	No	 	Brad
    Hannagan, Patrick J. Brady, David Cartwright	 	No	 	0
    	 	257,961
    	 	0
    	 	0
    	 	108,309
    	 	3,985
    	 	100,000
    
	34.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	RAIT	 	Legacy
    AH, LLC	 	No	 	No	 	David
    D. Marvin	 	No	 	24,500
    	 	8,313
    	 	0
    	 	0
    	 	59,810
    	 	14,000
    	 	0
    
	36	 	Barclays	 	Pearl
    Hospitality Roselle, LLC	 	No	 	No	 	Bagasra
    Real Estate, LLC, RSH Real Estate, LLC, RRZ, Real Estate, LLC	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	10,333
    	 	0
    
	37	 	Barclays	 	Woodridge
    Apartments Holding LLC	 	No	 	No	 	Charles
    B. Harris	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	22,149
    	 	0
    	 	0
    
	38	 	JPMCB	 	LH
    835 Heights LLC	 	No	 	No	 	Scott
    Leichtenberg	 	No	 	800
    	 	0
    	 	0
    	 	0
    	 	66,667
    	 	525
    	 	0
    
	39	 	SMF
    II	 	Everest
    Hospitality, LLC	 	No	 	No	 	Ravinder
    Chopra	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	24,185
    	 	6,462
    	 	1,350,000
    
	40	 	Barclays	 	12005
    Burgard Equities LLC	 	No	 	No	 	Matthew
    J. Felton	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	48,516
    	 	0
    	 	52,500
    
	41	 	RAIT	 	Del
    192 Mill Street Realty, LLC	 	No	 	No	 	Elliot
    C. Norry, Lewis A. Norry	 	No	 	0
    	 	10,000
    	 	0
    	 	125,000
    	 	16,031
    	 	4,698
    	 	325,000
    
	42	 	SMF
    II	 	Schoolcraft
    Commons Retail SPE LLC, Schoolcraft Commons Unit 2 SPE LLC, Schoolcraft Commons Unit 3 SPE LLC, Schoolcraft Commons Unit 4
    SPE LLC, Schoolcraft Commons Unit 5 SPE LLC	 	No	 	No	 	Douglas
    M. Etkin, Marvin Walkon	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	4,081
    	 	3,303
    	 	17,396
    
	43	 	JPMCB	 	15543
    Rayen Townhomes, LLC	 	No	 	No	 	George
    W. Ekins	 	No	 	1,780
    	 	0
    	 	0
    	 	0
    	 	40,800
    	 	3,600
    	 	0
    
	44	 	SMF
    II	 	Circle
    Mobile Home Park, LLC	 	No	 	No	 	James
    L. Bellinson	 	No	 	0
    	 	105,906
    	 	0
    	 	0
    	 	20,721
    	 	2,778
    	 	0
    
	45	 	SMF
    II	 	WHLR-Sunshine
    Shopping Plaza, LLC	 	No	 	No	 	Wheeler
    REIT, L.P.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	89,152
    	 	19,552
    	 	0
    
	46	 	RCMC	 	Babcock
    Street Associates, LLC, Tomahawk Drive Extension, LLC, Tomahawk Drive Associates, LLC	 	No	 	No	 	Dean
    La Corte, Daniel Patella	 	No	 	0
    	 	50,263
    	 	0
    	 	0
    	 	39,485
    	 	12,376
    	 	293,000
    
	46.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	SMF
    II	 	Arbela
    Associates, Inc.	 	No	 	No	 	Najwa
    S. Nadhir	 	No	 	0
    	 	0
    	 	4,375
    	 	250,000
    	 	8,152
    	 	6,741
    	 	0
    
	48	 	Barclays	 	ATA
    Trinity Place TN, LLC	 	No	 	No	 	Jonathan
    M. Larmore	 	No	 	0
    	 	69,813
    	 	0
    	 	9,552
    	 	42,024
    	 	0
    	 	0
    
	49	 	Barclays	 	Pacific
    PETC-Miami LLC	 	No	 	No	 	Mr.
    David Rosen, Mr. Harvey Rosen	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    
	50	 	Barclays	 	Asak
    Family LLC, AAB Hospitality, Inc.	 	No	 	No	 	Aamir
    Bhai, Ali Bhai, Salma Bhai, Karim Bhai	 	No	 	0
    	 	133,125
    	 	0
    	 	0
    	 	69,733
    	 	35,333
    	 	0
    
	51	 	SMF
    II	 	Fenton
    Business Center LLC, Kirshner Fenton, LLC, Liebes Fenton, LLC, Sackler Fenton, LLC	 	No	 	No	 	James
    Orr, Randyl M. Kirshner, Morton Kirshner, John Liebes, Allen Sackler	 	No	 	0
    	 	0
    	 	0
    	 	39,056
    	 	48,723
    	 	3,457
    	 	8,375
    
	52	 	Barclays	 	UBW-MS
    Owner, LLC, UBW-RB Owner, LLC	 	No	 	No	 	Richard
    Baer, Morwin Schmookler	 	No	 	0
    	 	20,500
    	 	0
    	 	0
    	 	18,169
    	 	0
    	 	2,475
    
	53	 	SMF
    II	 	Arlington
    Investments Group, L.L.C., Oberlin Group, L.L.C.	 	No	 	No	 	William
    Corrigan, Jr., William Corrigan, Sr.	 	No	 	11,850
    	 	0
    	 	0
    	 	0
    	 	6,441
    	 	5,492
    	 	0
    
	54	 	Barclays	 	Lakeside
    Industrial Group, LLC	 	No	 	No	 	Jeffrey
    M. Schnoll, Jeffrey H. Meyer	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	26,503
    	 	3,818
    	 	0
    
	55	 	Barclays	 	ATA
    Hiram Square GA, LLC	 	No	 	No	 	Jonathan
    M. Larmore	 	No	 	0
    	 	0
    	 	0
    	 	27,820
    	 	26,245
    	 	967
    	 	0
    
	56	 	RAIT	 	NatGreensboro
    LLC	 	No	 	No	 	Edward
    M. Natan, Asher Hyman	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	20,947
    	 	11,965
    	 	27,300
    
	57	 	SMF
    II	 	C
    & W Group, L.L.C.	 	No	 	No	 	William
    Corrigan, Jr., William Corrigan, Sr.	 	No	 	45,000
    	 	0
    	 	0
    	 	0
    	 	9,896
    	 	14,468
    	 	70,000
    
	58	 	JPMCB	 	FSC
    CES Oklahoma City OK, LLC	 	No	 	No	 	Four
    Springs Capital Trust, Four Springs Capital Trust Operating Partnership, L.P.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    	 	0
    


 






    	7



    	 



    

 


	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	1	 	JPMCB	 	SL
    Civic Wacker LLC	 	15,253
    	 	0
    	 	95,330
    	 	294,167
    	 	Springing	 	61,616
    	 	0	 	 Yes
    	 	Office	 	No	 	 
	2	 	Barclays	 	First
    Class Hotels, LLC	 	Springing	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 No
    	 	Hotel	 	Yes	 	 
	3	 	JPMCB	 	HPT
    Sunbelt Portfolio, LLC	 	22,100
    	 	0
    	 	143,600
    	 	240,800
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Office	 	No	 	 
	3.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	3.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	3.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	4	 	JPMCB	 	Andrew
    D. Gumberg, as Trustee under the Trust Agreement, Dated December 1, 1984, Known as the Coral Ridge Shopping Center Trust	 	3,236
    	 	0
    	 	21,573
    	 	45,783
    	 	65,509
    	 	Springing	 	0	 	 Yes
    	 	Retail	 	No	 	 
	5	 	JPMCB	 	Highland
    Owner LLC	 	4,516
    	 	0
    	 	Springing	 	49,228
    	 	Springing	 	0
    	 	5	 	 Yes
    	 	Office	 	No	 	 
	6	 	RCMC	 	CCP
    Property Owner Nashville I, LLC	 	8,200
    	 	0
    	 	34,172
    	 	62,583
    	 	4,414
    	 	Springing	 	0	 	 Yes
    	 	Office	 	Yes	 	 
	6.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	6.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	6.03	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	6.04	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	7	 	RCMC	 	Chicago
    Freezer II Owners, LLC, Chicago Cold Storage II Owners, LLC, Chicago Warehouse II Owners, LLC, Kingsbridge Freezer II Owners,
    LLC	 	0
    	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 Yes
    	 	Industrial	 	Yes	 	 
	8	 	RCMC	 	Roxbury
    Medical Tower, LLC, Rox-San Investors, LLC, Roxbury MP, LLC, RoxSan Optimus, LLC	 	1,260
    	 	0
    	 	10,000
    	 	26,454
    	 	2,689
    	 	0
    	 	0	 	 Yes
    	 	Office	 	Yes	 	 
	9	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	Springing	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 Yes
    	 	Retail	 	No	 	 
	9.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.10	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.11	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.12	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.13	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.14	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.15	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.16	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.17	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.18	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.19	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.20	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.21	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.22	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.23	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.24	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.25	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.26	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.27	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.28	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.29	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.30	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.31	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.32	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.33	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.34	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.35	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.36	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.37	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.38	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.39	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.40	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.41	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.42	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.43	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.44	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.45	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.46	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.47	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.48	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.49	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.50	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.51	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.52	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.53	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.54	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.55	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.56	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.57	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	9.58	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 


 






    	8



    	 



    

 


	JPMBB 2015-C31 - Combined	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	10	 	JPMCB	 	Cumberland
    Place Apartments of Tyler Texas LLC	 	6,542
    	 	0
    	 	0
    	 	38,265
    	 	Springing	 	0
    	 	0	 	 No
    	 	Multifamily	 	No	 	 
	11	 	JPMCB	 	Hertz
    Grand Rapids One, LLC	 	5,933
    	 	0
    	 	34,110
    	 	58,600
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Office	 	No	 	 
	12	 	RCMC	 	Atlas
    35-75 Industrial, LP	 	8,692
    	 	0
    	 	20,440
    	 	48,214
    	 	6,989
    	 	0
    	 	0	 	 Yes
    	 	Industrial	 	Yes	 	 
	12.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	12.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	12.03	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	12.04	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	13	 	Barclays	 	M.R.
    Champa, LLC	 	3,359
    	 	0
    	 	11,998
    	 	19,352
    	 	4,263
    	 	0
    	 	0	 	 Yes
    	 	Office	 	Yes	 	 
	14	 	Barclays	 	AAHF-102,
    LLC, AAHF-103, LLC, AAHF-107, LLC, AAHF 108, LLC, ARCO Place Acquisition I, LLC, University Townhomes Acquisition LLC, Brentwood
    Creek Acquisition, LLC, Brentwood Heights Acquisition, LLC, Candler Acquisition, LLC, Lakewood Forest Acquisition LLC 	 	28,250
    	 	0
    	 	0
    	 	32,368
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Multifamily	 	Yes	 	 
	14.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	14.10	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Multifamily	 	 	 	 
	15	 	JPMCB	 	Albany
    Road-Inwood LLC, Albany Road-Winbrook LLC	 	Springing	 	0
    	 	Springing	 	43,608
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Industrial	 	No	 	 
	15.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	15.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	16	 	SMF
    II	 	Voorhees
    Group, L.L.C.	 	Springing	 	0
    	 	0
    	 	5,933
    	 	2,571
    	 	Springing	 	0	 	 No
    	 	Manufactured
    Housing	 	Yes	 	 
	17	 	Barclays	 	Del
    3750 Monroe Avenue Associates, LLC	 	0
    	 	0
    	 	Springing	 	21,243
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Industrial	 	Yes	 	 
	18	 	Barclays	 	Helf
    Pavilion, LLC	 	0
    	 	0
    	 	0
    	 	25,059
    	 	Springing	 	0
    	 	0	 	 No
    	 	Retail	 	No	 	 
	19	 	RAIT	 	Midway
    Commons, Ltd.	 	1,458
    	 	0
    	 	7,289
    	 	18,168
    	 	4,225
    	 	0
    	 	5	 	 No
    	 	Industrial	 	Yes	 	 
	20	 	SMF
    II	 	Bhojani
    Realty Partnership, LLC, Royal Independence I, Inc.	 	14,357
    	 	0
    	 	0
    	 	26,674
    	 	4,173
    	 	Springing	 	0	 	 No
    	 	Hotel	 	Yes	 	 
	20.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	20.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 
	21	 	JPMCB	 	Dadeland
    Executive Plaza LLC	 	848
    	 	0
    	 	7,063
    	 	12,622
    	 	6,652
    	 	Springing	 	0	 	 No
    	 	Office	 	No	 	 
	22	 	JPMCB	 	CF
    Retail Properties DST VI	 	0
    	 	0
    	 	0
    	 	12,442
    	 	Springing	 	Springing	 	0	 	 Yes
    	 	Retail	 	No	 	4/1/2029
	22.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.10	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.11	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	22.12	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Retail	 	 	 	 
	23	 	RCMC	 	Parkwood
    Holdings Ltd., Victor Y Remedios (US) LLC	 	3,952
    	 	0
    	 	15,809
    	 	43,226
    	 	15,877
    	 	0
    	 	0	 	 Yes
    	 	Office	 	No	 	 
	23.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	23.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Office	 	 	 	 
	24	 	SMF
    II	 	NWCC
    Center Plaza LLC	 	1,233
    	 	0
    	 	3,082
    	 	12,652
    	 	2,103
    	 	0
    	 	0	 	 No
    	 	Retail	 	No	 	 
	25	 	Barclays	 	Biddle
    Street Owner LP	 	Springing	 	0
    	 	Springing	 	Springing	 	Springing	 	0
    	 	0	 	 No
    	 	Industrial	 	Yes	 	 
	26	 	SMF
    II	 	Sixth
    Avenue Promenade, LLC	 	746
    	 	0
    	 	3,977
    	 	16,045
    	 	2,784
    	 	0
    	 	0	 	 No
    	 	Various	 	Yes	 	 
	26.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mixed
    Use	 	 	 	 
	26.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mixed
    Use	 	 	 	 
	26.03	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 
	26.04	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 
	26.05	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Other	 	 	 	 
	26.06	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Mixed
    Use	 	 	 	 
	27	 	Barclays	 	SSSP
    South Rowlett Collierville, LLC, SSSP North Watkins Frayser, LLC, SSSP Olive Branch, LLC	 	2,326
    	 	0
    	 	0
    	 	0
    	 	Springing	 	0
    	 	5
    (Once per year)	 	 No
    	 	Self
    Storage	 	Yes	 	 
	27.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self
    Storage	 	 	 	 
	27.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self
    Storage	 	 	 	 
	27.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self
    Storage	 	 	 	 
	28	 	SMF
    II	 	JKS-Lakeview,
    LP	 	1,769
    	 	0
    	 	4,167
    	 	8,706
    	 	1,646
    	 	0
    	 	0	 	 No
    	 	Retail	 	Yes	 	 
	29	 	SMF
    II	 	Eastlake
    Commons Associates II, LLC	 	1,553
    	 	0
    	 	9,708
    	 	11,546
    	 	3,933
    	 	0
    	 	0	 	 No
    	 	Retail	 	Yes	 	 
	30	 	Barclays	 	Marquise
    Parc, LLC	 	7,371
    	 	0
    	 	0
    	 	24,991
    	 	7,574
    	 	0
    	 	0	 	 Yes
    	 	Multifamily	 	Yes	 	 
	31	 	SMF
    II	 	Wagner
    Pembroke Pines LLC, Storage Pros Pembroke Pines LLC	 	925
    	 	0
    	 	0
    	 	10,307
    	 	3,751
    	 	0
    	 	0	 	 No
    	 	Self
    Storage	 	Yes	 	 
	32	 	JPMCB	 	Harbourwalk
    Hotel Limited Partnership	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	13,720
    	 	Springing	 	Springing	 	0	 	 Yes
    	 	Hotel	 	No	 	 
	33	 	Barclays	 	North
    Lane Associates	 	1,453
    	 	0
    	 	5,087
    	 	8,445
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Industrial	 	Yes	 	 
	34	 	RCMC	 	Atlas
    Market Street, LP	 	1,514
    	 	0
    	 	3,785
    	 	15,473
    	 	1,992
    	 	Springing	 	0	 	 Yes
    	 	Industrial	 	Yes	 	 
	34.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	34.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Industrial	 	 	 	 
	35	 	RAIT	 	Legacy
    AH, LLC	 	Springing	 	0
    	 	2,863
    	 	5,437
    	 	1,750
    	 	0
    	 	5	 	 No
    	 	Mixed
    Use	 	Yes	 	 
	36	 	Barclays	 	Pearl
    Hospitality Roselle, LLC	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	12,915
    	 	3,444
    	 	Springing	 	0	 	 Yes
    	 	Hotel	 	Yes	 	 
	37	 	Barclays	 	Woodridge
    Apartments Holding LLC	 	4,250
    	 	0
    	 	0
    	 	7,383
    	 	Springing	 	0
    	 	0	 	 No
    	 	Multifamily	 	Yes	 	 
	38	 	JPMCB	 	LH
    835 Heights LLC	 	800
    	 	0
    	 	0
    	 	11,418
    	 	175
    	 	0
    	 	0	 	 No
    	 	Multifamily	 	No	 	 
	39	 	SMF
    II	 	Everest
    Hospitality, LLC	 	2%
    of Gross Revenues	 	0
    	 	0
    	 	12,093
    	 	3,231
    	 	Springing	 	0	 	 No
    	 	Hotel	 	Yes	 	 
	40	 	Barclays	 	12005
    Burgard Equities LLC	 	1,004
    	 	0
    	 	2,677
    	 	8,086
    	 	Springing	 	Springing	 	0	 	 No
    	 	Industrial	 	Yes	 	 
	41	 	RAIT	 	Del
    192 Mill Street Realty, LLC	 	882
    	 	0
    	 	4,411
    	 	8,015
    	 	940
    	 	0
    	 	5	 	 No
    	 	Office	 	Yes	 	 
	42	 	SMF
    II	 	Schoolcraft
    Commons Retail SPE LLC, Schoolcraft Commons Unit 2 SPE LLC, Schoolcraft Commons Unit 3 SPE LLC, Schoolcraft Commons Unit 4
    SPE LLC, Schoolcraft Commons Unit 5 SPE LLC	 	727
    	 	0
    	 	3,637
    	 	4,081
    	 	330
    	 	17,482
    	 	0	 	 No
    	 	Retail	 	Yes	 	 
	43	 	JPMCB	 	15543
    Rayen Townhomes, LLC	 	1,780
    	 	0
    	 	0
    	 	9,900
    	 	1,800
    	 	0
    	 	0	 	 No
    	 	Multifamily	 	Yes	 	 
	44	 	SMF
    II	 	Circle
    Mobile Home Park, LLC	 	1,003
    	 	0
    	 	0
    	 	6,907
    	 	1,389
    	 	0
    	 	0	 	 No
    	 	Manufactured
    Housing	 	Yes	 	 
	45	 	SMF
    II	 	WHLR-Sunshine
    Shopping Plaza, LLC	 	1,483
    	 	0
    	 	Springing	 	9,906
    	 	5,478
    	 	Springing	 	0	 	 No
    	 	Retail	 	Yes	 	 
	46	 	RCMC	 	Babcock
    Street Associates, LLC, Tomahawk Drive Extension, LLC, Tomahawk Drive Associates, LLC	 	1,354
    	 	0
    	 	0
    	 	3,590
    	 	4,247
    	 	0
    	 	0	 	 No
    	 	Self
    Storage	 	Yes	 	 
	46.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self
    Storage	 	 	 	 
	46.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	Self
    Storage	 	 	 	 
	47	 	SMF
    II	 	Arbela
    Associates, Inc.	 	569
    	 	0
    	 	Springing	 	8,152
    	 	1,124
    	 	Springing	 	0	 	 No
    	 	Retail	 	Yes	 	 
	48	 	Barclays	 	ATA
    Trinity Place TN, LLC	 	599
    	 	0
    	 	3,995
    	 	8,003
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Mixed
    Use	 	No	 	 
	49	 	Barclays	 	Pacific
    PETC-Miami LLC	 	Springing	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 No
    	 	Retail	 	Yes	 	 
	50	 	Barclays	 	Asak
    Family LLC, AAB Hospitality, Inc.	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	10,362
    	 	3,533
    	 	Springing	 	0	 	 Yes
    	 	Hotel	 	Yes	 	 
	51	 	SMF
    II	 	Fenton
    Business Center LLC, Kirshner Fenton, LLC, Liebes Fenton, LLC, Sackler Fenton, LLC	 	362
    	 	0
    	 	Springing	 	8,120
    	 	384
    	 	0
    	 	0	 	 No
    	 	Industrial	 	Yes	 	 
	52	 	Barclays	 	UBW-MS
    Owner, LLC, UBW-RB Owner, LLC	 	1,202
    	 	0
    	 	6,008
    	 	6,056
    	 	3,332
    	 	Springing	 	0	 	 No
    	 	Retail	 	Yes	 	 
	53	 	SMF
    II	 	Arlington
    Investments Group, L.L.C., Oberlin Group, L.L.C.	 	Springing	 	0
    	 	0
    	 	1,288
    	 	497
    	 	0
    	 	0	 	 No
    	 	Manufactured
    Housing	 	Yes	 	 
	54	 	Barclays	 	Lakeside
    Industrial Group, LLC	 	467
    	 	0
    	 	1,635
    	 	5,492
    	 	Springing	 	0
    	 	0	 	 Yes
    	 	Industrial	 	Yes	 	 
	55	 	Barclays	 	ATA
    Hiram Square GA, LLC	 	578
    	 	0
    	 	2,080
    	 	3,281
    	 	322
    	 	0
    	 	0	 	 Yes
    	 	Retail	 	No	 	 
	56	 	RAIT	 	NatGreensboro
    LLC	 	533
    	 	0
    	 	2,667
    	 	1,746
    	 	997
    	 	0
    	 	5	 	 Yes
    	 	Industrial	 	Yes	 	 
	57	 	SMF
    II	 	C
    & W Group, L.L.C.	 	Springing	 	0
    	 	0
    	 	1,979
    	 	1,399
    	 	Springing	 	0	 	 No
    	 	Manufactured
    Housing	 	Yes	 	 
	58	 	JPMCB	 	FSC
    CES Oklahoma City OK, LLC	 	0
    	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 Yes
    	 	Industrial	 	No	 	3/31/2030


 


    	 9



    	 



    

 


 


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-C31


 


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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, on behalf of the holders
of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”)
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


☐           The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the


 





 



 


*
Purchaser must include one of the following two certifications. 


 






    	Exhibit C-1



    	 



    

  


Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity
owners come within such paragraphs and has such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting
are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring
the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited
Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse
the Trust Fund for any costs incurred by it in connection with this transfer.


 


☐            The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and
the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule
144A.


 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale
in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited
Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in
the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Prospectus and the Prospectus Supplement relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be


 






    	Exhibit C-2



    	 



    

 


 


reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


☐           The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser
as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with
all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on the Certificate
and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to
provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request,
on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of
any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such


 

 


 







**
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-C31


 


		Re:	JPMBB
                                         Commercial Mortgage Securities Trust 2015-C31 Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C31 (the “Certificates”) issued pursuant to the Pooling
                                         and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of August 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
                                         as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                         Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
                                         Administrator and 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”, (ii) “Upper-Tier
REMIC” and (iii) “BWP Trust Subordinate Companion Loan 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 for Freddie Mac, a majority of its board of directors is not selected by such governmental unit),


 






    	Exhibit D-1-1



    	 



    




 


(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-C31


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31,
Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (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 August 1, 2015 (the
“Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and 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-C31
	 	 	 
	 	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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of JPMBB Commercial
Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, 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 August 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a


 






    	Exhibit E-1



    	 



    

 


Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and 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
and the BWP Trust Subordinate Companion Loan have been liquidated or the Mortgage Loans and the BWP Trust Subordinate Companion
Loan 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-C31


 


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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31


 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMBB Commercial Mortgage Securities
Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [E][F][NR][BWP] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 Plan or Plans
and the application of Department of Labor Regulation § 2510.3-101, as modified


 






    	Exhibit F-1-1



    	 



    

 


by
Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The Purchaser understands
that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee and Certificate
Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator and the Depositor
to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result
in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee and the Certificate Administrator, the Master Servicer and 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 and the Special Servicer, the Trustee and the Certificate
Administrator, the Senior Trust Advisor, the Initial Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__. 


	 	 	 
	 	Very truly yours,
	 	 
	 	 [The Purchaser]
	 	 	 
		By:	
 
	 		Name:

Title:



 


Date: _________


 




    	Exhibit F-1-2



    	 



    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R AND CLASS Z CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31


  


[Transferor] 


[______] 


[______] 


Attention: [______]


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31


 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMBB Commercial Mortgage Securities Trust
2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [R][Z] Certificates (the “Class [R][Z]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate, the Purchaser
is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan to purchase such Class [R][Z] Certificate.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 






    	Exhibit F-2-1



    	 



    

 

	 	 	 
	 	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 “Wells Fargo Bank, National
Association, as Trustee for the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage
Pass-Through Certificates, Series 2015-C31” (the “Assignee”), having
an office at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate
Trust Services (CMBS), JPMBB Commercial Mortgage Securities Trust Series 2015-C31,
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 and the BWP Trust Subordinate Companion Loan 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-C31


 


Re:       JPMBB
Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 


 



 


*Select appropriate depository.


 





    	Exhibit I-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 and the Certificate Administrator, the Senior Trust
Advisor, the Master Servicer and 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-C31


 


Re:        JPMBB
Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 and the Certificate Administrator, the Senior Trust
Advisor, the Master Servicer and 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-C31


 


Re:        JPMBB
Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


 



 


*Select appropriate depository.


 






    	Exhibit K-1



    	 



    

 


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 and the Certificate Administrator, the Senior Trust
Advisor, the Master Servicer and 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-C31


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage
Pass-Through Certificates, Series 2015-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 commenced or threatened in connection with which this certificate is or would be relevant, we


 


 





 

*Select, as applicable.


 





    	Exhibit L-1



    	 



    

 


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 and the Special Servicer, the Trustee and
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-C31


 


Re:        JPMBB
Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 and the Special Servicer, the Trustee and
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-C31 


 


	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31, Class [__]









 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 and the Special Servicer, the Trustee and
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-C31


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 commenced or threatened in connection with which this certificate is or would be relevant, we 


 






    	Exhibit O-1



    	 



    

 


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 and the Special Servicer, the Trustee and
the Certificate Administrator, the Senior Trust Advisor and the Initial Purchasers.


 


	 	


[Insert Name of Transferor]


	 	 
	 	By: 
	 	 	 Name:
Title:






 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 






    	Exhibit O-2



    	 



    


 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER
and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
          The undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.
          The undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.
          In the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate,
the undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 


4.
          The undersigned is not a Borrower Party.


 


5.
         The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, 


 






    	Exhibit P-1A-1



    	 



    

 


directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such information confidential
shall expire one year following the date that the undersigned receives such information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.







 


6.
          The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee and the Certificate Administrator, the Master Servicer and the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


7.
          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.
          Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


  






    	Exhibit P-1A-2



    	 



    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or
a Controlling Class Certificateholder)


 


[Date]


 


	
        Midland Loan Services, a Division of PNC 

Bank, National Association

        10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division 

Head; JPMBB 2015-C31
	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-C31
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer	
        Wells Fargo Bank, National
        Association,

         Sixth Street
and Marquette Avenue

         Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31

         



 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 



1.
          The undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.
          The undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 


3.
          The undersigned is not a Borrower Party.


 


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


  






    	Exhibit P-1B-1



    	 



    

 


consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or
agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or
representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such information confidential shall expire one year following the date
that the undersigned receives such information (with respect to a prospective purchaser only) or is no longer a
Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or
would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.
          The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee and the Certificate Administrator, the Master Servicer and the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


6.
          At any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.
          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.
          The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 


9.
         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-1B-2



    	 



    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER
and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31


 


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-C31


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
          The undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.
          The undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.
          In the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate,
the undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 




4.
          The undersigned is a Borrower Party.


 




5.
          The undersigned is requesting access to the Statement to Certificateholders pursuant to the Pooling and Servicing Agreement. In
consideration of the disclosure to the undersigned of the Statement to Certificateholders, or the access thereto, the undersigned
will keep the Statement to Certificateholders confidential (except from such outside persons as are


  



    	Exhibit P-1C-1



    	 



    




 


assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Statement to Certificateholders
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Statement to Certificateholders
confidential shall expire one year following the date that the undersigned receives such Statement to Certificateholders (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Statement to Certificateholders in any manner
which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


 


6.
          The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee and the Certificate Administrator, the Master Servicer and the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 




7.
          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Statement to Certificateholders
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 




8.
          Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 




BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


 






    	Exhibit P-1C-2



    	 



    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or
a Controlling Class Certificateholder)


 


[Date]


 


	
        Midland Loan Services, a Division of PNC 

Bank, National Association

        10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head; JPMBB 2015-C31  
	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-C31
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer	
        Wells Fargo Bank, National
        Association,

         Sixth Street
and Marquette Avenue

         Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31

         






 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial
Mortgage Pass-Through Certificates, Series 2015-C31



 


In accordance with
the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.
          The undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 




2.
          The undersigned is a Borrower Party with respect to the following Excluded Controlling Class Loans:


 




[IDENTIFY
EXCLUDED CONTROLLING CLASS LOANS] (the “Excluded Controlling Class Loans”)


 




3.
          The undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 






    	Exhibit P-1D-1



    	 



    

 


4.
          Except with respect to the Excluded Controlling Class Loans, the undersigned is requesting access pursuant to the Pooling and
Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website
[and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such information confidential
shall expire one year following the date that the undersigned receives such information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 




5.
          The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the Excluded Controlling Class Loans to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to
such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 




6.
          The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee and the Certificate Administrator, the Master Servicer and the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 




7.
          To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliate involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 




8.
          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned





 



    	Exhibit P-1D-2



    	 



    




 


has properly certified or recertified
under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


 


9.
          The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 




10.
         Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


 






    	Exhibit P-1D-3



    	 



    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Midland Loan Services, a Division of PNC 

Bank, National Association

        10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head; JPMBB 2015-C31

         
	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-C31
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer	
        Wells Fargo Bank, National
        Association,

         Sixth Street
and Marquette Avenue

         Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31

         



  


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


THIS NOTICE IDENTIFIES
AN “EXCLUDED CONTROLLING CLASS LOAN” RELATING TO THE JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C31 COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C31 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.37 OF THE POOLING
AND SERVICING AGREEMENT.


 


In accordance with
Section 3.15(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.
          The undersigned is [the Directing Certificateholder] [a Controlling Class Certificateholder] as of the date hereof.


    


2.
         The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)] [and] [Whole
Loan(s)] (the “Excluded Controlling Class Loans”):


 






    	Exhibit P-1E-1



    	 



    

 










	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.
          The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the Excluded Controlling Class Loans on the
Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded
Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.15(b) of the Pooling
and Servicing Agreement.


 




4.
         The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Loans listed
in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified. 





   


	 	[Directing Certificateholder][Controlling Class Certificateholder]
	 	 
	 	By: 	
	 	 	 Name:
Title:






Dated: _______


 cc: J.P. Morgan Chase Commercial Mortgage


 Securities Corp.


 






    	Exhibit P-1E-2



    	 



    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        JPMBB Commercial Mortgage Securities Trust Series 2015-C31

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

          

        Wells Fargo Bank, National
        Association,

        8480 Stagecoach
Circle

        Frederick, Maryland 21701-4747

        Attention: JPMBB Commercial Mortgage Securities
Trust Series 2015-C31

         



		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


In accordance with Section 3.15(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.
         The undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder] as of the date hereof.


 




2.
         The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)] [and] [Whole
Loan(s)] (the “Excluded Controlling Class Loans”):


  


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	Exhibit P-1F-1



    	 



    

 


3.
          The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the JPMBB Commercial Mortgage Securities Trust 2015-C31 securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 






 


4.
          The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to
such Excluded Controlling Class Loans on the Certificate Administrator’s Website unless and until it (i) is no longer an
Excluded Controlling Class Holder with respect to such Excluded Controlling Class Loans, (ii) has delivered notice of the termination
of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit
P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified. 





 


	 	[Directing Certificateholder][Controlling Class Certificateholder]
	 	 
	 	By: 	
	 	 	 Name:
 Title:















Dated: _______


 cc: J.P. Morgan Chase Commercial Mortgage


Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 


 



Name:

Title:


 






    	Exhibit P-1F-2



    	 



    

 


EXHIBIT P-1G


  


Form
of Certification of the Directing Certificateholder





 


[Date]


 


	
        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-C31 
	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-C31
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer	
        Wells Fargo Bank, National
        Association,

         Sixth Street
and Marquette Avenue

         Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31

         



 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates,
Series 2015-C31



 


In accordance with
Section 3.28(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.
          The undersigned has been appointed to act as the Directing Certificateholder.


 




2.
         The undersigned is not a Borrower Party.


 




3.
         If the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 




4.
         The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or
(b) mailed by registered mail, postage prepaid.


 




5.         Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.


 






    	Exhibit P-1G-1



    	 



    


  


	 	[Directing Certificateholder]
	 	 
	 	By:	
	 		 Name:
 Title:






Dated: _______ 


cc: J.P. Morgan Chase Commercial Mortgage

Securities Corp


 






    	Exhibit P-1G-2



    	 



    

 





EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date] 


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), JPMBB Commercial Mortgage Securities Trust
2015-C31, Commercial Mortgage Pass Through Certificates, Series 2015-C31



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015
(the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.
          has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 




b.
          has access to the Depositor’s 17g-5 website; and


 


c.          agrees that any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor’s
17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s Website.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-2-1



    	 



    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), JPMBB Commercial Mortgage
Securities Trust 2015-C31, Commercial Mortgage Pass Through Certificates, Series 2015-C31



 


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 August 1, 2015
(the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and 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 and the Certificate Administrator, the Master Servicer and 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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31


 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and 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 and the BWP Trust Subordinate Companion Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan or the BWP Trust Subordinate Companion 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 or BWP Trust Subordinate Companion Loan are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    	Exhibit Q-1



    	 



    

 







	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Custodian
	 	 
	 	By: 	
	 	 	 Name:
Title:



 



    	Exhibit Q-2



    	 



    




 


SCHEDULE A


  


	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179	[DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]
	 	 
	
        Kroll Bond Rating Agency, Inc.

        845 Third Avenue, 4th Floor

        New York, New York 10022

        Attention: CMBS Surveillance

         Facsimile No.: (646) 731-2395 
	[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]
	 	 
	
        DBRS, Inc.

         333 West Wacker Drive, Suite 1800

         Chicago, Illinois 60606

         Attention: Commercial Mortgage Surveillance

         Facsimile No.: (312) 332-3492

         Email: cmbs.surveillance@dbrs.com 
	 
	 	 
	
        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 
	 
	 	 
	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-C31

Telecopy Number: (913) 253-9001	 




 








    	Exhibit Q-3



    	 



    

 


 EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY: 


 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 913-253-9001 


	 
	SPACE ABOVE THIS LINE FOR RECORDER’S
USE









 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 20145, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(the “Master Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative
appointed by the Board of Directors of the Master Servicer, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (12) below; provided however,
that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Agreement”)
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as the Depositor, Midland Loan Services, a Division of PNC
Bank, National Association as the master servicer (in such capacity, the “Master Servicer”) and as the special
servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as the Trustee
and as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha Surveillance
LLC, as the senior trust advisor (the “Senior Trust Advisor”) in connection with the JPMBB Commercial Mortgage
Securities Trust 2015-C31 and no power is granted hereunder to take any action that would be adverse to the interests of Wells
Fargo Bank, National Association.


 


This Limited Power of
Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the
“Loans”) and a trust subordinate companion loan (the “BWP Trust Subordinate Companion Loan”)
held by Wells Fargo Bank, National Association, as Trustee. The Loans and the BWP Trust Subordinate Companion Loan are comprised
of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other
forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 



    	Exhibit R-1-1



    	 



    

 


1.          Demand, sue for,
recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due
and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful means
for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust,
the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure,
evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments
by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits
for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary
affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit
or any other action.


 


2.          Execute and/or
file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association, as
Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank, National
Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.          Transact business
of any kind regarding the Loans, the BWP Trust Subordinate Companion Loan and the Mortgaged Properties.


 


4.          Obtain an interest
in the Loans, the BWP Trust Subordinate Companion Loan, the Mortgaged Properties and/or building thereon, as Wells Fargo Bank,
National Association, Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title
in and to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.          Execute, complete,
indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers,
the Loans, the BWP Trust Subordinate Companion Loan and/or the Mortgaged Properties, including but not limited to the execution
of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification
agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements,
property adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements,
purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.          Endorse on behalf
of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace,
substitute, release or amend letters of credit as property securing the Loans and the BWP Trust Subordinate Companion Loan.


 


7.          [RESERVED].


 



    	Exhibit R-1-2



    	 



    

 


8.          Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s
duties and responsibilities under the Agreement.


 


9.          Execute any document
or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary to transfer
ownership of the affected Loans and/or BWP Trust Subordinate Companion Loan to the entity (or its designee or assignee) possessing
the right to obtain ownership of the Loans or the BWP Trust Subordinate Companion Loan, as applicable.


 


10.        Subordinate the
lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing the Loans and the BWP Trust Subordinate
Companion Loan, where applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with
powers of eminent domain, including but not limited to the execution of partial satisfactions and releases and partial reconveyances
reasonably required for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.        Convey the Property
to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey title to real
estate owned property (“REO Property”).


 


12.        Execute and deliver
the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu of foreclosure,
including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty / quit claim
deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to a party contracted
to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of [date].


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Master Servicer hereby
agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power
of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 



    	Exhibit R-1-3



    	 



    

 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by
a duly elected and authorized signatory this _________ day of ________, 20[__].





	 	 
	NO CORPORATE SEAL	Wells Fargo Bank, National Association, as Trustee,
	 	 
	 	For JPMBB Commercial Mortgage Securities Trust 2015-C31










	 	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	Attest:	Trust Officer	 	 	 



 



    	Exhibit R-1-4



    	 



    


 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 913-253-9001





	 
	SPACE ABOVE THIS LINE FOR RECORDER’S
USE











 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 20145, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(the “Special Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative
appointed by the Board of Directors of the Special Servicer, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (11) below; provided however,
that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required
or permitted under the terms of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Agreement”)
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as the Depositor, Midland Loan Services, a Division of PNC
Bank, National Association as the master servicer (in such capacity, the “Master Servicer”) and as the special
servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as the Trustee
and as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha Surveillance
LLC, as the senior trust advisor (the “Senior Trust Advisor”) in connection with the JPMBB Commercial Mortgage
Securities Trust 2015-C31 and no power is granted hereunder to take any action that would be adverse to the interests of Wells
Fargo Bank, National Association.


 


This Limited Power of
Attorney is being issued in connection with the Special Servicer’s responsibilities to service certain mortgage loans (the
“Loans”) and a trust subordinate companion loan (the “BWP Trust Subordinate Companion Loan”)
held by Wells Fargo Bank, National Association, as Trustee. The Loans and the BWP Trust Subordinate Companion Loan are comprised
of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other
forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 



    	Exhibit R-2-1



    	 



    

 


1.          Demand, sue for,
recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due
and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful means
for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust,
the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure,
evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments
by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits
for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary
affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit
or any other action.


 


2.          Execute and/or
file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association, as
Trustee, in litigation and to resolve any litigation where the Special Servicer has an obligation to defend Wells Fargo Bank, National
Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.          Transact business
of any kind regarding the Loans, the BWP Trust Subordinate Companion Loan and the Mortgaged Properties.


 


4.          Obtain an interest
in the Loans, the BWP Trust Subordinate Companion Loan, the Mortgaged Properties and/or building thereon, as Wells Fargo Bank,
National Association, Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title
in and to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.          Execute, complete,
indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers,
the Loans, the BWP Trust Subordinate Companion Loan and/or the Mortgaged Properties, including but not limited to the execution
of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification
agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements,
property adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements,
purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.          Endorse on behalf
of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace,
substitute, release or amend letters of credit as property securing the Loans and the BWP Trust Subordinate Companion Loan.


 


7.          [RESERVED].


 



    	Exhibit R-2-2



    	 



    

 


8.          Such other actions
and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.


 


9.          Execute any document
or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary to transfer
ownership of the affected Loans and/or BWP Trust Subordinate Companion Loan to the entity (or its designee or assignee) possessing
the right to obtain ownership of the Loans or the BWP Trust Subordinate Companion Loan, as applicable.


 


10.        Subordinate the
lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing the Loans and the BWP Trust Subordinate
Companion Loan, where applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with
powers of eminent domain, including but not limited to the execution of partial satisfactions and releases and partial reconveyances
reasonably required for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.        Convey the Property
to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey title to real
estate owned property (“REO Property”).


 


12.        Execute and deliver
the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu of foreclosure,
including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty / quit claim
deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to a party contracted
to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of [date].


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Special Servicer
hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of
this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power
of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under
the Agreement.


 



    	Exhibit R-2-3



    	 



    

 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by
a duly elected and authorized signatory this _________ day of ________, 20[__].








	 	 
	NO CORPORATE SEAL	Wells Fargo Bank, National Association, as Trustee,
	 	For JPMBB Commercial Mortgage Securities Trust 2015-C31










	 	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	 	 	By:	 
	Witness:	 	 	, Vice President
	 	 	 	 
	Attest:	Trust Officer	 	 	 



 




    	Exhibit R-2-4



    	 



    




 


EXHIBIT S


 


INITIAL COMPANION
HOLDERS, INITIAL CLASS BWP DIRECTING CERTIFICATEHOLDER


 


	Loan	Companion Holder
	Civic Opera Building	
         

        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

        

         

	Roosevelt New Orleans Waldorf Astoria	
         

        NOTE A-2 and NOTE A-3

         

        Barclays Bank PLC

        

        Notice Address:

        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




 



    	Exhibit S-1



    	 



    

 





	 	
         

        -and-

        

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019

        Facsimile Number: (212) 412-7519

        Attention: Ian W. Sterling, Legal Department

        Email: ian.sterling@barclays.com

         

        with a copy to:



Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Attention: Jodi E. Schwimmer

Email: jodi.schwimmer@dechert.com 

	Sunbelt 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

         -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-2



    	 



    





 


 





	Brunswick Portfolio	
         

        NOTE A-1

         

        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

         

        NOTE A-3

         

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         -and-



JPMorgan Chase Bank, National Association

383 Madison Avenue

New York, New York 10179

Attention: Nancy Alto

Facsimile No.: (212) 623-4779

        








 






    	Exhibit S-3



    	 



    

 





	 	
         

        with a copy to:



Cadwalader, Wickersham & Taft LLP 

        200 Liberty Street 

        New York, NY 10281

         

        Attention: Lisa Pauquette

Facsimile No.: (212) 504-6666








 


 


	Class	Initial Class BWP Directing Certificateholder
	BWP	
         

         400
Capital Management LLC 

         

        Notice Address: 

        400 Capital Management
LLC 

        510 Madison Avenue 

        New York, New York
10022 

        Attention: Heloisa
Chaney, Chief Operating Officer 

        & 

        Attention: General
Counsel 

        Facsimile: (212) 207-3208 

        Email: hchaney@400Capital.com;


        LegalNotices@400Capital.com

          

        with a copy to: 

         

        Dechert LLP 

        1095 Avenue of the
Americas 

        New York, New York
10036 

        Attention: Laura Swihart 

        Facsimile: (212) 698-0645 

        Email: laura.swihart@dechert.com 

         





 



    	Exhibit S-4



    	 



    

 


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-C30 Asset Manager

Telecopy Number: (704) 715-0036


 


VIA FACSIMILE 


 


		Re:	JPMBB Commercial
Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31



 


Dear [__________]:


 


Wells Fargo Bank, National
Association, is the master servicer (the “Non-Serviced Master Servicer”) for the Brunswick Portfolio Whole Loan,
as such term is defined under the Pooling and Servicing Agreement, dated August 1, 2015 (the “2015-C31 Pooling Agreement”)
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer (in such capacity, the “Brunswick Portfolio Master Servicer”) and as
special servicer, Wells Fargo Bank, National Association, as trustee ((in such capacity, the “Trustee”) and
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 Brunswick Portfolio Master Servicer all amounts payable to, and forward, deliver or otherwise make
available, as the case may be, to the Brunswick 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 Brunswick Portfolio Mortgage
Loan (as such term is defined in the 2015-C31 Pooling Agreement) under the Brunswick Portfolio Intercreditor Agreement (as defined
in the 2015-C31 Pooling Agreement).


 


The Brunswick Portfolio
Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the 2015-C31 Pooling Agreement) under the 2015-C31
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-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]







 



    	Exhibit T-2



    	 



    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com



 


			DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492






Email: cmbs.surveillance@dbrs.com


 


			Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance



Facsimile No.: (646) 731-2395


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under the Pooling and
Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Senior Trust Advisor.



 


		Date:	_________, 20___



 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31



Mortgage Loan (the “Mortgage Loan”) [and the BWP Trust Subordinate Companion Loan] identified by loan number
_____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore
secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

____________________



 






    	Exhibit U-1



    	 



    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)Notify you that
the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan [and the BWP Trust Subordinate
Companion Loan], of the type checked below:


 


____    a full defeasance of the
entire principal balance of the Mortgage Loan [and the BWP Trust Subordinate Companion Loan]; or


 


____    a partial defeasance of
a portion of the principal balance of the Mortgage Loan [and the BWP Trust Subordinate Companion 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 [and the BWP Trust Subordinate Companion 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


 



    	Exhibit U-2



    	 



    

 


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.


 


(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 [and the BWP Trust Subordinate
Companion 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 [and the BWP Trust Subordinate Companion 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 [and the BWP Trust Subordinate Companion 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 [and the
BWP Trust Subordinate Companion 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


 



    	Exhibit U-3



    	 



    

 


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 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-C31

Senior Trust Advisor: Pentalpha Surveillance LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: KKR Real Estate Finance Manager, LLC


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this
Report



 


		1.	The Special Servicer has notified the Senior Trust Advisor that [·]
Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[·] of those Specially Serviced Mortgage Loans are still
being analyzed by the Special Servicer as part of the development of an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [·]
of such Specially Serviced Mortgage Loans. This report is based only on the Specially Serviced Mortgage Loans in respect of which
an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Senior Trust Advisor
(in accordance with the Senior Trust Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has
undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage
Loans in accordance with the Servicing Standard. Based on such limited review, the Senior Trust Advisor [does, does not] believe
there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.
In addition, the Senior Trust Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 



1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Senior Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject to
the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 



    	Exhibit V-1



    	 



    

 


In connection with the
assessment set forth in this report, the Senior Trust Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment
of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations
and net present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following
[·] Specially Serviced Mortgage Loans: [List applicable Mortgage Loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling
and Servicing Agreement. The Senior Trust Advisor’s analysis of the Asset Status Reports (including related net present value
calculations and Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited
investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value
calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower.
In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical
accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and
as such, does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Senior Trust Advisor reviewed the following items in connection
with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Senior Trust Advisor consulted with the
Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage
Loans: [LIST]. The Senior Trust Advisor participated in discussions and made strategic observations and recommended alternative
courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did
not agree with] the material recommendations made by the Senior Trust Advisor. Such recommendations generally included the following:
[LIST].



 


		3.	Appraisal Reduction calculations and net present value calculations:



 


		4.	The Senior Trust Advisor [received/did not receive] information necessary
to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations
used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation
of a Specially Serviced Mortgage Loan prior to the utilization by the Special Servicer.



 



    	Exhibit V-2



    	 



    

 


		a.	The Senior Trust Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
[the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised
by the Senior Trust Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Senior
Trust Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related to the Work Product Undertaken and Opinions
Related to this Report



 


		1.	The Senior Trust Advisor did not participate in, or have access to,
the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Mortgage Loan.
The Senior Trust Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Senior Trust
Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special
Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility to
service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Senior Trust Advisor has no
responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Senior
Trust Advisor’s ability to outline the details or substance of the discussions held between it and the Special Servicer regarding
any Specially Serviced Mortgage Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing
Agreement. As a result, this report may not reflect all the relevant information that the Senior Trust Advisor is given access
to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an on-going
basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral
substitutions, capital reserve changes, etc. The Senior Trust Advisor does not participate in any discussions regarding such actions.
As such, Senior Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to those types
of actions.



 


		5.	The Senior Trust Advisor is not empowered to speak with any investors
directly. If the investors have questions regarding this report, they should address such questions to the Certificate Administrator
through the Certificate Administrator’s Website.



 



    	Exhibit V-3



    	 



    

 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement dated August 1, 2015.


 




    	Exhibit V-4



    	 



    


 


EXHIBIT W


 


Form
of Notice from Senior Trust Advisor Recommending Replacement of Special Servicer


 


Wells Fargo Bank, National Association

   as Certificate Administrator and as Trustee 


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C31


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-C31


Telecopy Number: (913) 253-9001


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31,
Commercial Mortgage Pass-Through Certificates, Series 2015-C31,

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 August 1, 2015 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, on behalf of the holders
of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.31 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: [________].


 



    	Exhibit W-1



    	 



    

 


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


 


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-C31


Telecopy Number: (913) 253-9001


 


		Re:	Access to Certain Information Regarding JPMBB Commercial
Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Defined terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement.


 


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 and the BWP Trust Subordinate Companion
Loan to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


Midland will provide the Company with
certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the BWP Trust Subordinate Companion Loan and the related Mortgaged Properties and borrowers.
The Company acknowledges that the Confidential Information (a) includes or may be based upon information provided to Midland by
third parties, (b) may not have been verified by Midland, and (c) may be incomplete or contain inaccuracies. The Company agrees
that Midland, the [“Master Servicer”/”Special Servicer”] (as defined in the Pooling and
Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the Company or its
Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential
Information, or (z) Midland’s failure or inability to provide the Confidential Information to the Company for any reason.
Notwithstanding the


 



    	Exhibit X-1



    	 



    


 


[_____] [__], 20[__]

Page 2


 


foregoing, the following will not constitute “Confidential Information”
for purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt from
Midland; (b) information that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited
from transmitting the information to Company by a contractual, legal or fiduciary obligation to Midland; (c) information that is
or becomes publicly available through no fault of Company; and (d) information that is independently developed by Company. The
term “Representatives” with respect to any entity shall mean the officers, directors, general partners, employees,
agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at Midland’s election): (i) responses to reasonable written inquiries received from the Company, (ii)
conference calls conducted on a reasonably scheduled basis with 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”).
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) 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. Midland shall cease to provide the Company with Confidential Information if Midland
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and
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. Midland’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this 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.


 



    	Exhibit X-2



    	 



    


 


[_____] [__], 20[__]

Page 3


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, Midland intends at all times to comply with the terms and provisions of the Pooling and
Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of Midland’s rights
or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    	Exhibit X-3



    	 



    


 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


	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-C31 (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:


 


Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, as Trustee and as Custodian, Pentalpha Surveillance LLC, as Senior Trust Advisor; Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer, as Non-Serviced Certificate Administrator and as non-serviced custodian
of the Brunswick Portfolio Mortgage Loan, Torchlight Loan Services, LLC, as Non-Serviced Special Servicer of the Brunswick Portfolio
Mortgage Loan, Wilmington Trust, National Association, as Non-Serviced


 






    	Exhibit Y-1



    	 



    

 


Trustee of the Brunswick Portfolio Mortgage Loan and Pentalpha
Surveillance LLC, as Non-Serviced Senior Trust Advisor of the Brunswick 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-C31,
Commercial Mortgage Pass Through Certificates, Series 2015-C31, issued pursuant to the Pooling and Servicing Agreement dated as
of August 1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or an officer
under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the “Form
10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K of the Trust
(collectively, with the Form 10-K, the “Reports”);


 


2.          Based on my knowledge,
the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Form 10-K;


 


3.          Based on my knowledge,
all of the distribution and other information required to be provided by the Certificate Administrator under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and all of the distribution,
servicing and other information provided to the Certificate Administrator by the trustee and the custodian, the master servicer
and 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-C31,
Commercial Mortgage Pass Through Certificates, Series 2015-C31, issued pursuant to the Pooling and Servicing Agreement dated as
of August 1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.           I (or Servicing
Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in accordance with
the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the
period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”) (such information
provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based on my knowledge,
and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate
delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form
10-K;


 



    	Exhibit Z-2-1



    	 



    

 


3.          Based on my knowledge,
and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate
delivered by each Special Servicer relating to the relevant period, all of servicing and other information required to be provided
by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Master Servicer Periodic Information;


 


4.           I (or Servicing
Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under the Pooling and
Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer compliance statement
required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects;


 


5.          The accountants
that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of
the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master
Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer or any Servicing
Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to
be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18,
have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:







 



 



    	Exhibit Z-2-2



    	 



    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31,
Commercial Mortgage Pass Through Certificates, Series 2015-C31, issued pursuant to the Pooling and Servicing Agreement dated as
of August 1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.           I (or Servicing
Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer in accordance with
the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the
period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.          Based on my knowledge,
the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge,
all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 



    	Exhibit Z-3-1



    	 



    

 


4.          I (or Servicing
Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The accountants
that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of
the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Special
Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.           All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer or any Servicing
Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:







 




    	Exhibit Z-3-2



    	 



    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31,
Commercial Mortgage Pass Through Certificates, Series 2015-C31, issued pursuant to the Pooling and Servicing Agreement dated as
of August 1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.           I (or officers
under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”)
and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion
in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively
with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively, the “Trustee
Periodic Information”);


 


2.          Based on my knowledge,
the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge,
all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion in the Reports for
the period covered by the Form 10-K is included in the Trustee Periodic Information;


 



    	Exhibit Z-4-1



    	 



    

 


4.           I (or officers
under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement,
and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement to be delivered
under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB,
and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects; and


 


5.          All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any Servicing Function
Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related attestation reports
on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered
for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been
delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing
Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:







 




    	Exhibit Z-4-2



    	 



    


 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SENIOR TRUST ADVISOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31,
Commercial Mortgage Pass Through Certificates, Series 2015-C31, issued pursuant to the Pooling and Servicing Agreement dated as
of August 1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or officers
under my supervision) have reviewed the information required to be provided by the Senior Trust Advisor in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Senior Trust Advisor in accordance with the Pooling and Servicing
Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form
10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Senior
Trust Advisor, collectively, the “Senior Trust Advisor Periodic Information”);


 


2.          Based on my knowledge,
the Senior Trust Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge,
all information required to be provided by the Senior Trust Advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Senior Trust Advisor Periodic Information;


 



    	Exhibit Z-5-1



    	 



    

 


4.          The accountants
that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of
the Senior Trust Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating to the
Senior Trust Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a
review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Senior Trust Advisor or any Servicing
Function Participant retained by the Senior Trust Advisor (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Senior Trust Advisor responsible for reviewing the activities performed by the Senior
Trust Advisor under the Pooling and Servicing Agreement. 


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:







 




    	Exhibit Z-5-2



    	 



    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C31,
Commercial Mortgage Pass Through Certificates, Series 2015-C31, issued pursuant to the Pooling and Servicing Agreement dated as
of August 1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior
Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or officers
under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”)
and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion
in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively
with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively, the “Custodian
Periodic Information”);


 


2.          Based on my knowledge,
the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge,
all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion in the Reports
for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 



    	Exhibit Z-6-1



    	 



    

 


4.          I (or officers
under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement,
and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance statement to be delivered
under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB,
and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects; and


 


5.          All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any Servicing Function
Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related attestation reports
on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered
for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been
delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing
Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects.


 


This Certification is
being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement. 


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:







 




    	Exhibit Z-6-2



    	 



    

 



EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Servicer or Special Servicer.


  


	Servicing Criteria 	applicable
    

    Servicing

    Criteria
	 

                                                                                Reference
	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator 

        Master
        Servicer

        Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator 

        Master
        Servicer

        Special Servicer 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer 

        Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.[2]	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-C31 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


  


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(13) of Regulation AB

         

         

         
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB

         

         

         
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         




 






    	Exhibit BB-1



    	 



    

 


	Item on Form 10-D	Party Responsible
	
        Item 2: Legal Proceedings:

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Senior
        Trust Advisor (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·    Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

         

	Item
3: Sale of Securities and Use of Proceeds
 

	  ·     Depositor
	Item
4: Defaults Upon Senior Securities
 

	 ·     Certificate Administrator
	Item
5: Submission of Matters to a Vote of Security Holders
 

	  N/A
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
1112(b) of Regulation AB provided, however, that all of the following conditions shall apply: 

        
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         




 






    	Exhibit BB-2



    	 



    

 


	Item on Form 10-D	Party Responsible
	(a) information shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus Supplement;

                                                                                
 (b) the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such information for such prior period; and

                                                                                 

                                                                                (c) the information shall be reportable in the Form
10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received
or prepared by the “Party Responsible” as described in clause (b) above. 

                                                                                 
	 
	Item 7*: Change in Sponsor Interest in the Securities	 ·    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor)
	
        Item 8*: Significant Enhancement Provider Information:

         

        ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         

         

         
	  ·     Depositor



 






    	Exhibit BB-3



    	 



    

 


	Item on Form 10-D	Party Responsible
	Item 9*: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Certificate Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

         

	
        Item 10*: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	 ·      Depositor
	
        Item 10*: Exhibits (no. 4):

         

        With respect to instruments defining the rights of
security holders (Exhibit No. 4 of 
	
        ·     Certificate
        Administrator

         

        ·     Depositor

        

          




 






    	Exhibit BB-4



    	 



    

 


	Item on Form 10-D	Party Responsible
	Item 601 of Regulation S-K)	provided,
                                         in each case, that this shall in no event be construed to make such party responsible
                                         for the initial filing of this Pooling and Servicing Agreement

                                                                                                                                                  

                                                                                provided
                                         further, in each case, that in the event any reportable agreement is executed
                                         by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
                                         be the responsible party.

	
        Item 10*: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10*: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

         
	·    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10*: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 

         
	·     Depositor



 






    	Exhibit BB-5



    	 



    

 


	Item on Form 10-D	Party Responsible
	
10-D) that is incorporated by reference in the Depositor’s registration statement.
	 
	  

        Item 10*: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

         
	·     Certificate Administrator 
	
        Item 10*: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

         
	·     Not Applicable.
	
        Item 10*: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	·     Not Applicable.
	Item 10*: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10*.


 


*     Form 10-D was amended, effective November
24, 2014, by adding new Item 7 in Part II and redesignating Items 7, 8 and 9 as Items 8, 9 and 10 as part of amendments related
to the offering process, disclosure, and reporting for asset-backed securities, however, the requirement to provide Additional
Form 10-D with respect to Item 7 shall not apply until November 23, 2015. New Item 7 will only be applicable (and newly numbered
Items 8, 9 and 10 will only reflect their new numbers) on and after November 24, 2015.


 






    	Exhibit BB-6



    	 



    

 


EXHIBIT
cc


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b)
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the
absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
“significant obligor” other than a party or property identified as such in the Prospectus Supplement and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the
Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any
Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer,
as the case may be. For this Series 2015-C31 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-C31 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-C31—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 August 1, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, the
undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


Any
inquiries related to this notification should be directed to [                       ],
phone number: [                       ];
email address: [                       ]. 





	 	 	 	 
	 	[NAME OF PARTY],

as [role]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 




 


cc: Depositor






    	Exhibit EE-1



    	 



    







EXHIBIT
ff


INITIAL
SUB-SERVICERS


		1.	NorthMarq
                                         Capital, LLC



		2.	Bernard
                                         Financial Corporation d/b/a Bernard Financial Servicing Group



		3.	Grandbridge
                                         Real Estate Capital LLC



		4.	GEMSA
                                         Loan Services, L.P.



		5.	Holliday
                                         Fenoglio Fowler, L.P.



		6.	Berkadia
                                         Commercial Mortgage LLC



		7.	Goedecke
                                         & Co., LLC












    	Exhibit FF-1



    	 



    

EXHIBIT
gg


SERVICING
FUNCTION PARTICIPANTS


1.NorthMarq
Capital, LLC






    	Exhibit GG-1



    	 



    

EXHIBIT
hh


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



JPMBB Commercial Mortgage Securities Trust 2015-C31,

Commercial Mortgage Pass-Through Certificates

Series 2015-C31 (the “Trust”)


I,
[identifying the certifying individual], on behalf of [Midland Loan Services, a Division of PNC 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] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying
Servicer”), certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 









 


[MIDLAND
LOAN SERVICES, A DIVISION OF PNC


BANK, NATIONAL ASSOCIATION, as master servicer]

MIDLAND LOAN SERVICES, A DIVISION OF PNC 

BANK, NATIONAL ASSOCIATION, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as trustee]


 




    	Exhibit HH-1



    	 



    










	By:	 	 
	 	Name:	 
	 	Title:	 








    	Exhibit HH-2



    	 



    

 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-C31, 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-C31	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	JPMBB 2015-C31	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	JPMBB 2015-C31	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	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-C31





Ref: JPMBB 2015-C31 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 August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, the undersigned, as Certificateholder or Certificate Owner,
we hereby give notice of our intent to present and surrender the [Exchangeable Certificates specified on Schedule I attached hereto]
[Class 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 (CMBS) JPMBB 2015-C31—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 August 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, the undersigned,
as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].





Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Certificate Account and REO Account balance
information:


 


	Account
    Name	Beginning
        Balance as of 

        MM/DD/YYYY
	Ending
        Balance as of 

        MM/DD/YYYY

	Certificate
    Account	 	 
	REO Account	 	 


 






    	Exhibit MM-1



    	 



    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [     ], phone number: [     ]; email address: [     ].


	 	 	 	 
	 	 	[NAME OF PARTY],	 
	 	 	as [role]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 





 


cc: Depositor


 






    	Exhibit MM-2



    	 



    

 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

      as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


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-C31


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-C31 Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
August 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and 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, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 
	 



 






    	Exhibit NN-1



    	 



    

 


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



    	 



    

 


EXHIBIT PP


 


Form
of Transferee NOTICE PURSUANT TO 3.36(c)


 


[Date]


 


Wells Fargo Bank, National Association


       as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


Re:           JPMBB
Commercial Mortgage Securities Trust 2015-C31 Commercial Mortgage Pass-Through Certificates, Series 2015-C31 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
August 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor


 


This letter is delivered to you, pursuant
to Section 3.36(c) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		3.	Our name and address is as follows:



 





	 
	 


 


Contact Info: [Tel/Email]


 


		4.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates.



 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 






    	Exhibit PP-1



    	 



    

 





	 	 	 	 
	 	 Very truly yours,	 
	 	 	 	 
	 	 	(Transferee)	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 






    	Exhibit PP-2



    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Civic Opera Building






		2.	The Roosevelt New Orleans Waldorf Astoria






		3.	Sunbelt Portfolio






		4.	Airport North Portfolio






		5.	Brunswick Portfolio






		6.	Bridgewater Place



 






    	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