Exhibit 4.2 


 


Execution
Version





	 






 


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

Depositor


 


KEYBANK
NATIONAL ASSOCIATION,

Servicer and Pearlridge Special Servicer


 


PACIFIC
LIFE INSURANCE COMPANY,

Scottsdale Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Trustee and Certificate Administrator 


 


POOLING
AND SERVICING AGREEMENT

Dated as of July 24, 2015


 


Commercial
Mortgage Pass-Through Certificates,


 


Series
2015-WPG 


	 



 






    	 



    	 



    







TABLE OF CONTENTS


	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	6
	Section 1.02	 	Other Definitional Provisions	 	73
	Section 1.03	 	Certain Calculations	 	74
	Section 1.04	 	Certain Adjustments to the Principal Distributions on the Certificates	 	76
	 	 	 	 	 
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreement	 	78
	Section 2.02	 	Acceptance by Certificate Administrator and the Trustee	 	82
	Section 2.03	 	Representations, Warranties and Covenants of the Depositor	 	85
	Section 2.04	 	Representations, Warranties and Covenants of the Servicer and the Special Servicers	 	88
	Section 2.05	 	Execution and Delivery of the Certificates and Uncertificated Lower-Tier Interests	 	93
	Section 2.06	 	Miscellaneous REMIC Provisions	 	93
	 	 	 	 	 
	ARTICLE III
	 	 	 	 	 
	ADMINISTRATION AND SERVICING 

OF THE WHOLE LOANS
	 	 	 	 	 
	Section 3.01	 	Servicer to Act as Servicer; Administration of the Mortgage Loans	 	94
	Section 3.02	 	Liability of the Servicer	 	98
	Section 3.03	 	Collection of Certain Mortgage Loan Payments	 	98
	Section 3.04	 	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	98
	Section 3.05	 	Collection Account; Lower-Tier Distribution Account; Upper-Tier Distribution Account; Interest Reserve Account	 	100
	Section 3.06	 	Permitted Withdrawals from the Collection Account	 	102
	Section 3.07	 	Investment of Funds in the Collection Account, the REO Account, the Lock Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	 	108
	Section 3.08	 	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	111
	Section 3.09	 	Enforcement of Due-On-Sale Clauses; Assumption Agreements	 	115
	Section 3.10	 	Appraisals; Realization Upon Defaulted Mortgage Loans	 	117





 



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	Section 3.11	 	Certificate Administrator and Trustee to Cooperate; Release of Mortgage Files	 	121
	Section 3.12	 	Servicing Fees, Certificate Administrator Fees and Special Servicing Compensation	 	122
	Section 3.13	 	Reports to the Certificate Administrator; Collection Account Statements	 	126
	Section 3.14	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	127
	Section 3.15	 	[Reserved]	 	129
	Section 3.16	 	Annual Independent Public Accountants’ Servicing Report	 	129
	Section 3.17	 	Access to Certain Documentation	 	130
	Section 3.18	 	Title and Management of REO Properties and REO Account	 	130
	Section 3.19	 	Sale of Defaulted Mortgage Loans and REO Properties	 	134
	Section 3.20	 	Additional Obligations of the Servicer and Special Servicer; Inspections; Successor Manager	 	138
	Section 3.21	 	Appointment of Custodians	 	138
	Section 3.22	 	[Reserved]	 	139
	Section 3.23	 	Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	 	139
	Section 3.24	 	Servicing Advances	 	139
	Section 3.25	 	Appointment of Special Servicer	 	141
	Section 3.26	 	Transfer of Servicing Between Servicer and Special Servicer; Record Keeping	 	142
	Section 3.27	 	Limitations on and Authorizations of the Servicer and Special Servicer with Respect to Certain Mortgage Loans	 	147
	Section 3.28	 	Modification, Waiver, Amendment and Consents	 	148
	Section 3.29	 	[RESERVED]	 	149
	Section 3.30	 	[RESERVED]	 	149
	Section 3.31	 	Rating Agency Confirmation	 	149
	Section 3.32	 	Companion Loan Intercreditor Matters	 	151
	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	154
	Section 4.02	 	Statements to Certificateholders	 	161
	Section 4.03	 	Compliance with Withholding Requirements	 	165
	Section 4.04	 	REMIC Compliance	 	165
	Section 4.05	 	Imposition of Tax on the Trust REMICs	 	167
	Section 4.06	 	Investor Q&A Forum and Investor Registry	 	168
	Section 4.07	 	Remittances; Monthly Advances	 	170
	Section 4.08	 	Appraisal Reductions	 	172


 



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	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	174
	Section 5.02	 	Registration of Transfer and Exchange of Certificates	 	176
	Section 5.03	 	Reserved	 	183
	Section 5.04	 	Form and Registration	 	183
	Section 5.05	 	Notices to Clearing Agency	 	185
	Section 5.06	 	Definitive Certificates	 	185
	Section 5.07	 	Responsibility for Transfer Restrictions	 	187
	Section 5.08	 	Authenticating Agent	 	188
	Section 5.09	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	188
	 	 	 	 	 
	ARTICLE VI
	 	 	 	 	 
	THE DEPOSITOR, THE SERVICER 

AND THE SPECIAL SERVICERS
	 	 	 	 	 
	Section 6.01	 	Liability of the Depositor, the Servicer and the Special Servicers	 	189
	Section 6.02	 	Merger or Consolidation of the Servicer or the Special Servicers	 	189
	Section 6.03	 	Limitation on Liability of the Depositor, the Servicer, the Special Servicers and Others	 	190
	Section 6.04	 	Limitation on Resignation of the Servicer and the Special Servicers; Termination of the Servicer and the Special Servicers	 	191
	Section 6.05	 	Rights of the Depositor in Respect of the Servicer and the Special Servicers	 	192
	Section 6.06	 	Servicer or Special Servicer as Owner of a Certificate	 	193
	Section 6.07	 	Confidential and Proprietary Information	 	193
	Section 6.08	 	Rating Agency Fees	 	193
	 	 	 	 	 
	ARTICLE VII
	 	 	 	 	 
	DEFAULT
	 	 	 	 	 
	Section 7.01	 	Termination Events	 	193
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	200
	Section 7.03	 	Notification to Certificateholders	 	202
	Section 7.04	 	Other Remedies of Trustee	 	202
	Section 7.05	 	Waiver of Past Events of Default; Termination	 	202


 



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	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	 	Duties of Trustee and the Certificate Administrator	 	203
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	205
	Section 8.03	 	Neither the Trustee nor the Certificate Administrator is Liable for Certificates, Mortgage Loans	 	208
	Section 8.04	 	Trustee and Certificate Administrator May Not Own Certificates	 	209
	Section 8.05	 	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	 	210
	Section 8.06	 	Eligibility Requirements for Trustee and the Certificate Administrator	 	212
	Section 8.07	 	Resignation and Removal of the Trustee or the Certificate Administrator	 	212
	Section 8.08	 	Successor Trustee or Successor Certificate Administrator	 	213
	Section 8.09	 	Merger or Consolidation of Trustee or the Certificate Administrator	 	214
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	214
	Section 8.11	 	Maintenance of Office or Agency	 	216
	Section 8.12	 	[RESERVED]	 	216
	Section 8.13	 	Access to Certain Information	 	216
	Section 8.14	 	Rule 17g-5 Information Provider	 	218
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER
	 
	Section 9.01	 	Selection and Removal of the Directing Certificateholder	 	223
	Section 9.02	 	Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders	 	225
	Section 9.03	 	Rights and Powers of the Directing Certificateholder	 	225
	Section 9.04	 	Directing Certificateholder Contact with Servicer and Special Servicers	 	228
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	TERMINATION
	 	 	 	 	 
	Section 10.01	 	Termination	 	228
	 	 	 	 	 
	ARTICLE XI
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 11.01	 	Counterparts	 	230
	Section 11.02	 	Limitation on Rights of Certificateholders	 	230
	Section 11.03	 	Governing Law; Waiver of Jury Trial	 	231
	Section 11.04	 	Notices	 	232
	Section 11.05	 	Severability of Provisions	 	236


 



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	Section 11.06	 	Notice to the Depositor and Each Rating Agency	 	236
	Section 11.07	 	Amendment	 	238
	Section 11.08	 	Confirmation of Intent	 	241
	Section 11.09	 	Streit Act	 	241
	Section 11.10	 	No Intended Third Party Beneficiaries	 	242
	Section 11.11	 	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	 	242
	Section 11.12	 	Compliance with the Patriot Act	 	242
	 	 	 	 	 
	ARTICLE XII
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 12.01	 	Intent of the Parties; Reasonableness	 	242
	Section 12.02	 	Succession; Sub-Servicers; Subcontractors	 	243
	Section 12.03	 	Other Securitization Trust’s Filing Obligations	 	245
	Section 12.04	 	Form 10-D Disclosure	 	245
	Section 12.05	 	Form 10-K Disclosure	 	245
	Section 12.06	 	Form 8-K Disclosure	 	246
	Section 12.07	 	Annual Compliance Statements	 	246
	Section 12.08	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	247
	Section 12.09	 	Annual Independent Public Accountants’ Servicing Report	 	249
	Section 12.10	 	Significant Obligor	 	250
	Section 12.11	 	Sarbanes-Oxley Backup Certification	 	251
	Section 12.12	 	Indemnification	 	251
	Section 12.13	 	Amendments	 	252
	Section 12.14	 	Termination of the Certificate Administrator	 	252
	Section 12.15	 	Termination of Sub-Servicing Agreements	 	252
	Section 12.16	 	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	 	253






    	-v-



    	 



    

TABLE OF EXHIBITS


	 	 	 
	Exhibit A-1	 	Form of Class A Certificate
	Exhibit A-2	 	Form of Class X Certificate
	Exhibit A-3	 	Form of Class B Certificate
	Exhibit A-4	 	Form of Class C Certificate
	Exhibit A-5	 	Form of Class R Certificate
	Exhibit A-6	 	Form of Class PR-1 Certificate
	Exhibit A-7	 	Form of Class PR-2 Certificate
	Exhibit A-8	 	Form of Class SQ-1 Certificate
	Exhibit A-9	 	Form of Class SQ-2 Certificate
	Exhibit A-10	 	Form of Class SQ-3 Certificate
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C-1	 	Form of QIB Letter
	Exhibit C-2	 	Form of Institutional Accredited Investor Letter
	Exhibit C-3	 	Form of Affidavit pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit C-4	 	Form of Transferor Letter
	Exhibit C-5	 	Form of Transferee Letter
	Exhibit D	 	Form of Request for Release
	Exhibit E	 	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	 	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	 	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	 	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit I	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	 	Form of Investor Certification for Non-Borrower Affiliates
	Exhibit L-2	 	Form of Investor Certification for Borrower Affiliates
	Exhibit L-3	 	Form of Certification for NRSROs
	Exhibit L-4	 	Form of Voting Rights Certification
	Exhibit M	 	Relevant Servicing Criteria
	Exhibit N	 	Servicing Function Participants
	Exhibit O	 	Online Market Date Provider Certification
	Exhibit P	 	Form of Distribution Date Statement
	Exhibit Q	 	CREFC® Payment Information
	Exhibit R	 	Additional Form 10-D Disclosure
	Exhibit S	 	Additional Form 10-K Disclosure
	Exhibit T	 	Form 8-K Disclosure Information


 



    	-vi-



    	 



    




	 	 	 
	Exhibit U	 	Additional Disclosure Notification
	Exhibit V	 	[Reserved]
	Exhibit W	 	Form of Annual Compliance Statement
	Exhibit X	 	Form of Report on Assessment of Compliance with Servicing Criteria


 



    	-vii-



    	 



    


 


Pooling
and Servicing Agreement, dated as of July 24, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer and Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale
Special Servicer and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.


 


PRELIMINARY
STATEMENT:



(Terms used but not defined in this Preliminary Statement

shall have the meanings specified in Article I)


 


Reference
is made to (A) that certain ten (10)-year, fixed-rate, interest-only mortgage loan (the “Pearlridge Mortgage Loan”)
evidenced by (i) two (2) senior promissory notes, one in the principal amount of $6,240,000 (the “Pearlridge Note A-1-S”)
and one in the principal amount of $4,160,000 (the “Pearlridge Note A-2-S”, and together with the Pearlridge
Note A-1-S, the “Pearlridge Trust A Notes”), which are pari passu with one another and with two (2)
related Companion Loans (described below) that are not assets of the Trust, (ii) two (2) senior subordinate promissory notes,
which are pari passu with one another, one in the principal amount of $29,160,000 (the “Pearlridge Note B-1-S”)
and one in the principal amount of $19,440,000 (the “Pearlridge Note B-2-S” and, together with the Pearlridge
Note B-1-S, the “Pearlridge Trust B Notes”) and (iii) two (2) subordinate promissory notes which are pari
passu with one another, one in the principal amount of $27,600,000 (the “Pearlridge Note C-1-S”) and one
in the principal amount of $18,400,000 (the “Pearlridge Note C-2-S” and, together with the Pearlridge Note
C-1-S, the “Pearlridge Trust C Notes” and together with the Pearlridge Trust A Notes and the Pearlridge Trust
B Notes, the “Pearlridge Trust Notes”), with an aggregate outstanding principal balance as of the Closing Date
of $105,000,000 and (B) that certain ten (10)-year, fixed-rate, interest-only mortgage loan (the “Scottsdale Mortgage
Loan” and, together with the Pearlridge Mortgage Loan, the “Mortgage Loans” and each a “Mortgage
Loan”) evidenced (i) two (2) senior promissory notes, one in the principal amount of $15,000,000 (the “Scottsdale
Note A-1-S”) and one in the principal amount of $10,000,000 (the “Scottsdale Note A-2-S”, and together
with the Scottsdale Note A-1-S, the “Scottsdale Trust A Notes”), which are pari passu with one another
and with two (2) related Companion Loans (described below) that are not assets of the Trust, and (ii) two (2) senior subordinate
promissory notes, which are pari passu with one another, one in the principal amount of $7,800,000 (the “Scottsdale
Note B-1-S”) and one in the principal amount of $5,200,000 (the “Scottsdale Note B-2-S” and, together
with the Scottsdale Note B-1-S, the “Scottsdale Trust B Notes”) and (iii) two (2) subordinate promissory notes,
which are pari passu with one another, are in the principal amount of $34,200,000 (the “Scottsdale Note C-1-S”)
and one in the principal amount of $22,800,000 (the “Scottsdale Note C-2-S” and, together with the Scottsdale
Note C-1-S, the “Scottsdale Trust C Notes” and, together with the Scottsdale Trust A Notes and the Scottsdale
Trust B Notes, the “Scottsdale Trust Notes”), with an aggregate outstanding principal balance as of the Closing
Date of $95,000,000. The Pearlridge Trust Notes and the Scottsdale Trust Notes are collectively referred to herein as the “Trust
Notes” and, each, as a “Trust Note”. The Pearlridge Note A-1-S, Pearlridge Note A-2-S, Pearlridge
Note B-1-S, Pearlridge Note B-2-S, Scottsdale Note A-1-S, Scottsdale Note A-2-S, Scottsdale Note B-1-S, Scottsdale Note B-2-S
are the “Pooled Trust Notes”. The Pearlridge Note C-1-S, Pearlridge Note C-2-S, Scottsdale Note C-


 






    	 



    	 



    

 


1-S
and Scottsdale Note C-2-S are collectively referred to herein as the “Non-Pooled Trust Notes”.


 


The
Pearlridge Mortgage Loan was co-originated by JPMorgan Chase Bank, National Association (“JPMCB”) and German
American Capital Corporation (“GACC”) pursuant to that certain loan agreement, dated as of May 20, 2015
(as further amended from time to time, the “Pearlridge Loan Agreement”), by and among BRE/Pearlridge LLC (the
“Pearlridge Borrower”), JPMCB and GACC. As of the Closing Date, the aggregate outstanding principal balance
of the Pearlridge Mortgage Loan is $105,000,000.


 


The
Scottsdale Mortgage Loan was co-originated by JPMCB and GACC pursuant to that certain loan agreement, dated as of May 20, 2015
(as further amended from time to time, the “Scottsdale Loan Agreement” and together with the Pearlridge Loan
Agreement, the “Loan Agreements” and each a “Loan Agreement”), by and among Scottsdale Mortgage
Loan, SDQ Fee, LLC (the “Scottsdale Borrower” and, together with the Pearlridge Borrower, the “Borrowers”
and each a “Borrower”), JPMCB and GACC. As of the Closing Date, the aggregate outstanding principal balance
of the Scottsdale Mortgage Loan is $95,000,000.


 


Each
Mortgage Loan (together with the related Companion Loans, a “Whole Loan”) is part of a split loan structure.
The split loan structure of the Pearlridge Whole Loan is comprised of (i) the Pearlridge Mortgage Loan and (ii) two (2) related
senior companion loans (the “Pearlridge Companion Loans”) evidenced by two (2) promissory notes, one in the
principal amount of $72,000,000 (the “Pearlridge Note A-1-C”) and one in the principal amount of $48,000,000
(the “Pearlridge Note A-2-C”, and together with the Pearlridge Note A-1-C, the “Pearlridge Non-Trust
Notes”, each of which are pari passu with the Pearlridge Trust A Notes). The Pearlridge Companion Loans will
not be assets of the Trust. The Pearlridge Mortgage Loan and the Pearlridge Companion Loans are collectively referred to herein
as the “Pearlridge Whole Loan”. As of the Closing Date, the aggregate outstanding principal balance of the
Pearlridge Whole Loan is $225,000,000.


 


The
split loan structure of the Scottsdale Whole Loan is comprised of (i) the Scottsdale Mortgage Loan and (ii) two (2) related senior
companion loans (the “Scottsdale Companion Loans” and, together with the Pearlridge Companion Loans, the “Companion
Loans” and each a “Companion Loan”) evidenced by two (2) promissory notes, one in the principal amount
of $42,000,000 (the “Scottsdale Note A-1-C”) and one in the principal amount of $28,000,000 (the “Scottsdale
Note A-2-C”, and together with the Scottsdale Note A-1-C, the “Scottsdale Non-Trust Notes”, each
of which are pari passu with the Scottsdale Trust A Notes). The Scottsdale Companion Loans will not be an asset of the
Trust. The Scottsdale Mortgage Loan and the Scottsdale Companion Loans are collectively referred to herein as the “Scottsdale
Whole Loan”. As of the Closing Date, the aggregate outstanding principal balance of the Scottsdale Whole Loan is $165,000,000.
The Pearlridge Non-Trust Notes and the Scottsdale Non-Trust Notes are collectively referred to herein as the “Non-Trust
Notes” and, each as a “Non-Trust Note”. The Trust Notes and the Non-Trust Notes are collectively
referred to herein as the “Notes” and, each as a “Note”.


 


The
Pearlridge Mortgage Loan was sold and assigned by JPMCB and GACC to the Depositor pursuant to a mortgage loan purchase and sale
agreement, dated as of July


 






    	-2-



    	 



    

 





24, 2015
(the “Pearlridge Mortgage Loan Purchase Agreement”), by and among JPMCB, GACC and the Depositor. The Scottsdale
Mortgage Loan was sold and assigned by JPMCB and GACC to the Depositor pursuant to a mortgage loan purchase and sale agreement,
dated as of July 24, 2015 (the “Scottsdale Mortgage Loan Purchase Agreement” and, together with the Pearlridge
Mortgage Loan Purchase Agreement, the “Mortgage Loan Purchase Agreements” and each a “Mortgage Loan
Purchase Agreement”), by and among JPMCB, GACC and the Depositor. As of the Closing Date, the Pearlridge Note A-1-C
and the Scottsdale Note A-1-C were held by JPMCB, and the Pearlridge Note A-2-C and the Scottsdale Companion Note A-2-C were held
by GACC. The relative rights of the respective lenders in respect of the Pearlridge Whole Loan are set forth in a co-lender agreement
dated as of July 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Pearlridge
Co-Lender Agreement”), between the holders of the Pearlridge Trust Notes and the holders of the Pearlridge Non-Trust
Notes. The relative rights of the respective lenders in respect of the Scottsdale Whole Loan are set forth in a co-lender agreement
dated as of July 24 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Scottsdale
Co-Lender Agreement” and, together with the Pearlridge Co-Lender Agreement, the “Co-Lender Agreements”
and each a “Co-Lender Agreement”), between the holders of the Scottsdale Trust Notes and the holders of the
Scottsdale Non-Trust Notes. From and after the Closing Date, the Whole Loans are to be serviced and administered in accordance
with this Agreement.


 


The
Depositor intends to cause pass-through certificates to be issued hereunder in multiple Classes that in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans.


 


As
provided herein, the Trustee will hold the assets transferred to it hereunder as a separate trust. The Certificate Administrator
will elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as two separate real
estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the “Lower-Tier REMIC”
and the “Upper-Tier REMIC,” respectively, and collectively, the “Trust REMICs”).


 


UPPER-TIER
REMIC


 


The
Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2 and Class SQ-3 Certificates
will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute
the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R
Certificates. The following table sets forth the class designation, the initial pass-through rate (the “Initial Pass-Through
Rate”) and the aggregate initial Certificate Balance (the “Original Certificate Balance”) or Notional
Amount (“Original Notional Amount”), as applicable, for each Class of Certificates (other than the Class R
Certificates) and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC created hereunder:


 


	Class

                                         Designation
	 	Initial
                                         Pass-Through Rate

                                         (per annum) 
	 	Original

                                         Certificate Balance or Original

                                         Notional Amount



	Class A	 	3.6332%(3)	 	 	$30,600,000
	Class X	 	0.0000%(1)	 	 	$97,000,000(2)
	Class B	 	3.6332%(3)	 	 	$32,100,000



 






    	-3-



    	 



    




 


	Class

                                         Designation
	 	Initial
                                         Pass-Through Rate

                                         (per annum) 
	 	Original

                                         Certificate Balance or Original

                                         Notional Amount



	Class C	 	3.6332%(3)	 	 	$34,300,000
	Class PR-1	 	3.6332%(4)	 	 	$27,800,000
	Class PR-2	 	3.6332%(4)	 	 	$18,200,000
	Class SQ-1	 	3.6332%(4)	 	 	$15,900,000
	Class SQ-2	 	3.6332%(4)	 	 	$21,600,000
	Class SQ-3	 	3.6332%(4)	 	 	$19,500,000
	Class UT-R	 	  None(5)	 	 	None(5)
	 	 	 	 	 	 













 





		(1)	The
                                         Class X Pass-Through Rate for any Interest Accrual Period is variable and for each
                                         Distribution Date will equal the weighted average of the Class X Strip Rates for the
                                         Class A, Class B and Class C Certificates (weighted on the basis of the Certificate Balances
                                         of such Classes, in each case, outstanding immediately prior to the related Distribution
                                         Date), but at all times is expected to equal 0.0000%.



 


		(2)	The
                                         Class X Certificates will not have a Certificate Balance, but will have a principal
                                         balance of $100. The Class X Certificates will not be entitled to receive distributions
                                         of principal (other than a payment of $100 on the first Distribution Date which will
                                         be deemed a payment of principal on the principal balance of the Class X Certificates).
                                         Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the
                                         Notional Amount thereof. The Notional Amount of the Class X Certificates for any
                                         Distribution Date will be equal to the aggregate of the Certificate Balances of the Class
                                         A, Class B and Class C Certificates.



 


		(3)	The
                                         Pass-Through Rate of the Class A, Class B and Class C Certificates for any Interest Accrual
                                         Period is variable and for each Distribution Date shall be equal to the Net WAC Rate.



 


		(4)	The
                                         Pass-Through Rate applicable to the Class PR-1, Class PR-2, Class SQ-1, Class SQ-2 and
                                         Class SQ-3 Certificates on each Distribution Date will be a fixed per annum rate
                                         equal to the Net Mortgage Rate in respect of the related Non-Pooled Trust Notes.
                                         



 


		(5)	The
                                         Class UT-R 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 Default Premiums. Any Available Funds remaining
                                         in the Upper-Tier Distribution Account, after all required distributions under this Agreement
                                         have been made to each other Class of Certificates and the Class LT-R Interest,
                                         will be distributed to the Holders of the Class R Certificates in respect of the
                                         UT-R Interest.



 


LOWER-TIER
REMIC


 


The
Class LA, Class LB, Class LC, Class LPR-1, Class LPR-2, Class LSQ-1, Class LSQ-2 and Class LSQ-3 Uncertificated
Interests will evidence “regular interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest
will constitute the sole Class of “residual interests” in the Lower-Tier REMIC created hereunder and will be evidenced
by the Class R Certificates. The following table sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates
for the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC
created hereunder:


 






    	-4-



    	 



    

  


	Class

                                         Designation

        
	 	Pass-Through
                                         Rate 
	 	Original
                                         Lower-Tier

                                         Principal Amount 

	Class LA	 	3.6332%(1)	 	$30,600,000
	Class LB	 	3.6332%(1)	 	$32,100,000
	Class LC	 	3.6332%(1)	 	$34,300,000
	Class LPR-1	 	3.6332%(2)	 	$27,800,000
	Class LPR-2	 	3.6332%(2)	 	$18,200,000
	Class LSQ-1	 	3.6332%(2)	 	$15,900,000
	Class LSQ-2	 	3.6332%(2)	 	$21,600,000
	Class LSQ-3	 	3.6332%(2)	 	$19,500,000
	Class LT-R	 	None(3)	 	None(3)
	 	 	 	 	 








 


		(1)	The
                                         Pass-Through Rate for each of the Class LA, Class LB and Class LC Uncertificated
                                         Interests shall be the Net WAC Rate.



 


		(2)	The
                                         Pass-Through Rate for each of the Class LPR-1, Class LPR-2, Class LSQ-1, Class LSQ-2
                                         and Class LSQ-3 Uncertificated Interests shall be the Net Mortgage Rate of the related
                                         Non-Pooled Trust Notes. 



 


		(3)	The
                                         Class LT-R 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 Default Premiums. Any Available Funds constituting
                                         assets remaining in the Lower-Tier Distribution Account after all other required distributions
                                         under this Agreement have been made shall be distributed to the Holders of the Class R
                                         Certificates in respect of the Class LT-R Interest (but only to the extent of the
                                         Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution
                                         Account).



 


The
Class R Certificates do not have a Certificate Balance, Notional Amount or Pass-Through Rate. The Certificate Balance of
any Class of Regular Certificates (other than the Class X Certificates) outstanding at any time represents the maximum amount
that Holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans
and the other assets in the Trust Fund; provided, however, that if amounts previously allocated as a Realized Loss
to a Class of Regular Certificates (other than the Class X Certificates) in reduction of the Certificate Balance thereof are recovered
subsequent to the reduction of the Certificate Balance of such Class to zero, such Class may receive distributions in respect
of such recoveries in accordance with the priorities set forth in Section 4.01.


 


The
Trust Fund will consist primarily of the Mortgage Loans generally secured by mortgages on retail properties, which are identified
on the Mortgage Loan Schedule.


 


As
of the Closing Date, the Pooled Mortgage Loans have an aggregate Principal Balance of $97,000,000.


 


As
of the Closing Date, the Mortgage Loans have an aggregate Principal Balance of $200,000,000.


 


The
name of the trust created hereby is “WP Glimcher Mall Trust 2015-WPG”.


 






    	-5-



    	 



    




 


In
consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Pearlridge Special Servicer, the Scottsdale
Special Servicer, the Certificate Administrator and the Trustee agree as follows:


 


ARTICLE
I



DEFINITIONS


 


Section
1.01     Defined Terms. Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this Article.


 


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


 


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


 


“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider that will initially
be located within the Certificate Administrator’s Website (www.ctslink.com), under the “NRSRO” tab on the page
relating to this transaction. Such website shall provide means of navigation for each Rating Agency and NRSRO to the portion of
the Certificate Administrator’s Website available to Privileged Persons.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Mortgage Loan that expressly requires the related
Borrower to maintain insurance coverage for acts of terrorism (or that expressly requires the related Borrower to maintain insurance
coverage for acts of terrorism but limits the amount that must be spent by the related Borrower for the related premium)), a default
under the related Mortgage Loan Documents arising by reason of (i) any failure on the part of the related Borrower 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
Borrower 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 Servicer and the applicable Special Servicer may forbear taking any enforcement action, provided
that the applicable Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with Accepted Servicing
Practices and, unless a Control Event has occurred and is continuing with respect to a Mortgage Loan, with the consent of the
related Directing Certificateholder, 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 such Directing Certificateholder shall not have more than thirty (30) days to respond
to the applicable Special Servicer’s request for such consent or consultation; provided, further, that upon
the applicable Special Servicer’s determination, consistent with Accepted Servicing Practices, that exigent circumstances
do not allow the applicable Special Servicer to consult with the Directing Certificateholder, the applicable Special Servicer
shall not be required to do so. Each of the Servicer (at its own expense) and each Special Servicer (at the


 






    	-6-



    	 



    

 


expense of the Trust
Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


“Accepted
Servicing Practices”: With respect to the Servicer and the Special Servicers, the higher of (x) the same care,
skill, prudence, and diligence with which the Servicer or the applicable Special Servicer, as applicable, services and administers
similar Whole Loans for other third party portfolios, giving due consideration to customary and usual standards of practice of
prudent institutional commercial lenders servicing their own loans similar to the Whole Loans and (y) the same care, skill,
prudence and diligence that the Servicer or the applicable Special Servicer, as applicable, utilizes for similar mortgage loans
that the Servicer or the such Special Servicer, as applicable, owns; and acting in accordance with applicable law, the terms of
this Agreement and the terms of the respective Mortgage Loans and Co-Lender Agreements and with a view to the maximization of
timely recovery of principal and interest on a net present value basis on the Whole Loans, and with respect to the Special Servicers,
REO Properties, and the best interests of the Trust Fund and the Holders of the Certificates and the related Companion Loan Holders
(as if such Certificateholders and related Companion Loan Holders constituted a single lender), but without regard to:


 


                               
(i)          any relationship that the Servicer or applicable Special
Servicer, as applicable, or any Affiliate of the Servicer or applicable Special Servicer may have with the related Borrower, the
Depositor or any Affiliates of the related Borrower or the Depositor;


 


                                (ii)          the ownership of any Certificate or Companion Loan
by the Servicer or each Special Servicer, as applicable, or any Affiliate of the Servicer or applicable Special Servicer;


 


                                (iii)         the ownership of any junior indebtedness or mezzanine
loan with respect to the related Mortgaged Property by the Servicer or applicable Special Servicer, as applicable, or any Affiliate
of the Servicer or applicable Special Servicer;


 


                                (iv)         the Servicer’s obligation to make Advances
as specified herein, or, with respect to the Companion Loans, any other pooling and servicing agreement; and


 


                                (v)          the Servicer’s or applicable Special Servicer’s,
as applicable, right to receive compensation or reimbursement of costs for its services hereunder or with respect to any particular
transaction.


 


“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 to this Agreement as Exhibit U.


 


“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”: The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit R hereto.


 






    	-7-



    	 



    

 


“Additional
Form 10-K Disclosure”: The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit S hereto.


 


“Additional
Servicer”: Each Affiliate of the Servicer, the Special Servicers, the Mortgage Loan Sellers that services any of the
Mortgage Loans and each Person who is not an Affiliate of the Servicer, other than the applicable Special Servicer, who services
10% or more of the Mortgage Loans. For the avoidance of doubt, the Certificate Administrator shall not be considered an “Additional
Servicer”.


 


“Additional
Trust Fund Expenses”: (i) Any Advance Interest Amount paid to the Servicer or the Trustee in respect of Monthly Advances
made with respect to the related Mortgage Loan that cannot be reimbursed out of Default Interest or late payment charges on the
related Mortgage Loan and any Servicing Advances or Administrative Advances made with respect to the related Mortgage Loan that
cannot be reimbursed from proceeds of the related Whole Loan; (ii) compensation payable to the applicable Special Servicer in
connection with a Specially Serviced Mortgage Loan or an REO Property and not paid by the related Borrower; and (iii) any other
unanticipated expenses of the Trust Fund, including, but not limited to, reimbursements to the Trustee, the Certificate Administrator,
the Servicer, the Special Servicers and related Persons of each of the foregoing and indemnification to Persons entitled thereto
pursuant to Section 6.03 and Section 8.05, taxes payable from the assets of the Trust Fund, tax related
expenses and the cost of various opinions of counsel required to be obtained in connection with the servicing of the Mortgage
Loans, the administration of the Trust Fund hereunder, in each case to the extent that the Trust Fund has not obtained, and in
the reasonable good faith judgment of the Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee,
as applicable, will not obtain, reimbursement or indemnification thereof from any Person or from the proceeds of the liquidation
or disposition of any Mortgage Loan or REO Property; provided, however, that with respect to any amounts described
in the immediately preceding clauses (i) through (iii) that are reimbursable by a Borrower pursuant to the
related Mortgage Loan Documents, such amounts will constitute Additional Trust Fund Expenses only to the extent not reimbursed
by such Borrower or deemed a Nonrecoverable Advance.


 


“Adjusted
Certificate Principal Distribution Amount”: For any Distribution Date, an amount equal to the Certificate Principal
Distribution Amount for such Distribution Date, subject to adjustment in accordance with Section 1.04 and Section 3.06(b).


 


“Administrative
Advances”: As defined in Section 3.06(a).


 


“Administrative
Cost Rate”: With respect to each Mortgage Loan, the sum of the per annum rates at which the Servicing Fee, the
Certificate Administrator Fee (including the portion thereof allocated to the Trustee Fee) and the CREFC® Intellectual
Property Royalty License Fee are calculated.


 


“Advance
Interest Amount”: Interest at the Advance Interest Rate on the aggregate amount of Advances with respect to a Mortgage
Loan and, with respect to Servicing Advances, also with respect to the related Companion Loans, compounded monthly, for which
the Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from


 






    	-8-



    	 



    

 


the date on which such Advance
was made to (but excluding) the date on which such amounts are reimbursed to the Servicer or Trustee, as applicable; provided,
however, that if the related Borrower makes payment of the amount in respect of which an Advance was made with interest
at the Default Rate or late payment charges, the Advance Interest Amount payable to the Servicer or the Trustee with respect to
such Advance shall be paid (i) first from the amount of Default Interest and late payment charges paid by the Borrower and
(ii) to the extent such amounts are insufficient therefor, from amounts on deposit in the Collection Account to the extent
provided in Section 3.06.


 


“Advance
Interest Rate”: The “prime rate” in effect from time to time (as published in the “Money Rates”
section of The Wall Street Journal or, if such section or publication no longer is available, such other publication as
determined by the Servicer or the Trustee, as applicable in its reasonable discretion).


 


“Advances”:
Any Administrative Advance, Monthly Advance and Servicing Advance.


 


“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. The Trustee and the Certificate Administrator may obtain and conclusively rely on an Officer’s Certificate of
the Servicer, a Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


 


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


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant
to Section 10.01(b).


 


“Applicable
Laws”: As defined in Section 11.12.


 


“Appraisal”:
An appraisal from an Independent MAI appraiser.


 


“Appraisal
Reduced Interest”: As defined in Section 1.03(f).


 


“Appraisal
Reduction”: For any Distribution Date and for any Mortgage Loan or a related Companion Loan as to which any Appraisal
Reduction Event has occurred, will be an amount, calculated by the applicable Special Servicer (and, prior to the occurrence of
a Consultation Termination Event with respect to such Mortgage Loan, in non-binding consultation with the Directing Certificateholder),
based upon the value determined by the applicable Special Servicer, as of the first Determination Date that is at least 10 Business
Days following the date on which the applicable Special Servicer receives an Appraisal, equal to the excess of (a) the outstanding
Principal Balance of the related Whole Loan, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value
of the related Mortgaged Property as determined by one or more Appraisals with respect to the related Mortgaged Property (the
costs of which


 






    	-9-



    	 



    

 


shall be paid by the Servicer as an Advance), minus, with respect to any Appraisals, such downward adjustments
as the applicable Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal
and any other information it deems relevant and (B) all escrows, letters of credit and reserves in respect of that Whole
Loan as of the date of calculation over (ii) the sum, as of the Payment Date occurring in the month of the date of determination,
of (A) to the extent not previously advanced by the Servicer or the Trustee, all unpaid interest due on that Whole Loan at
a per annum rate equal to the Mortgage Rate, (B) all Administrative Advances and Servicing Advances on that Whole
Loan not reimbursed from the proceeds of such Whole Loan, and Advance Interest Amounts at the Advance Interest Rate in respect
of that Whole Loan, 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 under that Whole Loan (which taxes, premiums, ground rents
and other amounts have not been the subject of an Advance by the Servicer, the applicable Special Servicer or the Trustee, as
applicable); provided, however, that without limiting such Special Servicer’s obligation to order and obtain
such Appraisal, if such Special Servicer has not obtained an Appraisal, referred to above within 60 days of the Appraisal
Reduction Event (or, in the case of an appraisal in connection with an Appraisal Reduction Event described in clauses (i)
and (vi) above, within 120 days (in the case of clause (i) or 90 or 120 days (in the case of clause
(vi)), respectively, after the initial delinquency, the amount of the Appraisal Reduction shall be deemed to be an amount
equal to 25% of the current outstanding Principal Balance of the related Mortgage Loan until such time as such Appraisal referred
to above is received and the Appraisal Reduction is calculated. Within 60 days after the Appraisal Reduction Event, the applicable
Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Servicer
as a Servicing Advance) and the related Appraisal shall be delivered in electronic format by such Special Servicer to the Servicer,
the Certificate Administrator and the Trustee. Each Whole Loan shall be treated as a single mortgage loan for purposes of calculating
an Appraisal Reduction with respect to the Mortgage Loan and related Companion Loans that comprise such Whole Loan. Any Appraisal
Reduction in respect of any Whole Loan shall be allocated to the Mortgage Loan and the related Companion Loans in reverse sequential
order (i.e. first, to the reduction of the outstanding principal balance of each of the related C Notes, pro rata
and pari passu, until the outstanding principal balance of each such Note is reduced to zero; second,
to the reduction of the outstanding principal balance of each of the related B Notes, pro rata and pari passu,
until the outstanding principal balance of each such Note is reduced to zero; and then, to the reduction of the outstanding
principal balance of each of the related A Notes, pro rata and pari passu, until the outstanding principal
balance of each such Note is reduced to zero). Appraisal Reduction amounts allocated to the related C Notes, also referred to
as the Non-Pooled Trust Notes, will be notionally allocated to reduce, in reverse numerical order, the related Classes of Loan
Specific Certificates. Appraisal Reduction amounts allocated to the Pooled Trust Notes will be notionally allocated to reduce
the Class C Certificates and then the Class B Certificates, in that order.


 


“Appraisal
Reduction Event”: With respect to a Mortgage Loan or a related Companion Loan, the earliest of (i) 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 a Mortgage Loan or a related Companion Loan, (ii) the date on which a reduction
in the amount of Scheduled Monthly Payments on a Mortgage Loan or a related Companion Loan, or a change in any other material
economic term of such Mortgage


 






    	-10-



    	 



    

 


Loan or a related Companion Loan (other than an extension of the Maturity Date), becomes effective
as a result of a modification of such Mortgage Loan or a related Companion Loan by the applicable Special Servicer, (iii) the
date on which a receiver has been appointed, (iv) 60 days after a Borrower declares bankruptcy, (v) 60 days
after the date on which an involuntary petition of bankruptcy is filed with respect to a Borrower if not dismissed within such
time, (vi) 90 days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage
Loan or a related Companion Loan, except where a refinancing is anticipated (as evidenced by a written refinancing commitment
from an acceptable lender and reasonably satisfactory in form and substance to the Servicer) within 120 days after the Maturity
Date of such Mortgage Loan or a related Companion Loan, in which case 120 days after such uncured delinquency, and (vii) immediately
after a Mortgage Loan, becomes an REO Mortgage Loan; provided, however, that an Appraisal Reduction Event shall
not occur at any time when the aggregate Certificate Balances of all Classes of Certificates (other than the Class A Certificates)
have been reduced to zero. The applicable Special Servicer shall notify the Servicer, or the Servicer shall notify the applicable
Special Servicer, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing
events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the
provisions of Section 4.08 hereof.


 


“Appraised
Value”: With respect to any Mortgaged Property, the appraised value thereof as determined by an Appraisal of the Mortgaged
Property securing the related Mortgage Loan.


 


“Appraised-Out
Class”: As defined in Section 4.08(f).


 


“Asset
Status Report”: As defined in Section 3.26(b).


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any Assignment of Leases or similar agreement executed by the Borrower,
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 that 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, that 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; provided, however, that none of the Trustee, the Certificate Administrator, the Custodian and the
Servicer shall be responsible for determining whether any assignment is legally sufficient or in recordable form.


 


“Assumed
Scheduled Monthly Payment”: With respect to any Mortgage Loan (or Companion Loan, as applicable) which is delinquent
in respect of its Balloon Payment or after acquisition of REO Property in respect thereof (but not including any period following
the modification, forbearance or extension of such Mortgage Loan or Companion Loan prior to its


 






    	-11-



    	 



    

 


modified maturity date), an amount
deemed to be due on such Mortgage Loan or Companion Loan, which amount shall be equal to the Scheduled Monthly Payment that would
have been due on such Mortgage Loan (or Companion Loan, as applicable) for the relevant Due Period, if, as applicable, (i) the
Maturity Date for the related Mortgage Loan or the Companion Loan had not occurred or (ii) the related Mortgaged Property
had not become an REO Property and such Mortgage Loan (or Companion Loan, as applicable) was still outstanding and no acceleration
of such Mortgage Loan (or Companion Loan, as applicable) had occurred, but taking into account any modification, forbearance or
extension and Debt Service Reduction Amounts.


 


“Assumption
Fees”: Any fees collected by the Servicer or applicable Special Servicer in connection with an assumption of a Mortgage
Loan or substitution of a Borrower thereunder permitted to be executed (or not otherwise prohibited) under the provisions of this
Agreement, but only to the extent such fee is not prohibited in the existing Mortgage Loan Documents (as they exist on the Closing
Date).


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.08.


 


“Automatic
Appraisal Reduction Amount”: As defined in Section 3.10(a).


 


“Balloon
Payment”: With respect to any Whole Loan, Mortgage Loan or Companion Loan, as the case may be, the payment payable on
the Maturity Date or extended maturity date, as applicable, of such Whole Loan Mortgage Loan or Companion Loan, as applicable.


 


“Bankruptcy
Loss”: A reduction in the Principal Balance on a Mortgage Loan arising from a proceeding under the United States Bankruptcy
Code or any other similar state law or other proceeding with respect to the Borrower of, or Mortgaged Property securing, directly
or indirectly, a Mortgage Loan.


 


“Base
Interest Fraction”: For any Principal Prepayment on any Pooled Trust Notes and with respect to any applicable Class
of Certificates is 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 Prepayment Rate used in calculating the Yield Maintenance Default Premiums with
respect to such Pooled Trust Notes and with respect to such Principal Prepayment and (B) whose denominator is the difference between
(i) the Mortgage Rate on the related Pooled Trust Notes and (ii) the Prepayment Rate used in calculating the Yield Maintenance
Default Premiums with respect to such Pooled Trust Notes with respect to such Principal Prepayment; provided, however,
that (1) under no circumstances will the Base Interest Fraction be greater than one or less than zero, (2) if the Prepayment Rate
is greater than or equal to the Mortgage Rate on the related Mortgage Loan 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 Prepayment Rate is greater than
or equal to the Mortgage Rate on such Pooled Trust Notes and is less than the Pass-Through Rate on such Class of Certificates,
then the Base Interest Fraction will be one.


 



    	-12-



    	 



    




 


“Beneficial
Owner”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository) with respect to such
Class.


 


“Book
Entry Certificates”: Certificates evidencing a beneficial interest in a Class of Regular Certificates, ownership and
transfer of which shall be made through book entries by a Clearing Agency; provided that after the occurrence of a condition
whereupon book entry registration and transfer are no longer authorized and Definitive Certificates are issued to the Certificateholders,
such certificates shall no longer be “Book Entry Certificates.”


 


“Borrower”:
As defined in the Preliminary Statement.


 


“Borrower
Accounts”: As defined in Section 3.07(a).


 


“Borrower
Affiliate”: Any of the Borrowers, the Guarantor (or any replacement guarantor), any Permitted Mezzanine Borrower, the
general partner or managing member of any Borrower or any Permitted Mezzanine Borrower or any of their respective affiliates.


 


“Borrower
Affiliate Owner”: Any Holder or Beneficial Owner of a Class of Certificates that is the related Borrower, Manager or
an Affiliate thereof. The Trustee and the Certificate Administrator shall have the right to require, as a condition to certifying
that any Person is not a Borrower Affiliate Owner under this Agreement, that such Person provide an Investor Certification and
the Trustee, the Certificate Administrator, the Servicer and the applicable Special Servicer, as applicable, may conclusively
rely on such Investor Certification unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
has actual knowledge that such Person is a Borrower Affiliate Owner.


 


“Business
Day”: Any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place
of business of the Trustee, the Certificate Administrator, the Servicer, the Special Servicers or the financial institution that
maintains the Collection Account or any reserve accounts for the Mortgage Loans, the New York Stock Exchange or the Federal Reserve
Bank of New York is not open for business.


 


“Cash
Collateral Account”: With respect to any Mortgage Loan that has a Lock Box Account, any account or accounts created
pursuant to the related Loan Agreement, Cash Collateral Account Agreement or other Mortgage Loan Document into which the Lock
Box Account monies are swept on a regular basis for the benefit of the Trustee as successor to the Mortgage Loan Sellers. Any
Cash Collateral Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all
reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan and Section 3.07.
The Servicer shall be permitted, to the extent not inconsistent with the terms of the related Mortgage Loan, to make withdrawals
therefrom for deposit into the Collection Account. To the extent not inconsistent with the terms of the related Mortgage Loan,
each such Cash Collateral Account shall be an Eligible Account.


 



    	-13-



    	 



    




 


“Cash
Collateral Account Agreement”: With respect to any Mortgage Loan, the agreement, if any, between the Mortgage Loan Sellers
and the related Borrower, pursuant to which the related Cash Collateral Account, if any, was established.


 


“Certificate”:
Any Pooled Certificate, Loan Specific Certificate or Class R Certificates issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator of the Trust Fund
or its successor in interest, or any successor certificate administrator appointed as herein provided.


 


“Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period (or in the case of the first Distribution Date, accrued for a period equal to the initial Interest Accrual
Period) at the Certificate Administrator Fee Rate on the Principal Balance of such Mortgage Loan as of the first day of such Interest
Accrual Period. The Certificate Administrator Fee will be calculated on the same interest accrual basis as the Mortgage Loans.
The Certificate Administrator Fee includes the Trustee Fee.


 


“Certificate
Administrator Fee Rate”: A rate equal to 0.0085% per annum on each Mortgage Loan.


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Certificates (other than the Class X or Class R Certificates) (a) on
or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class, as specified
in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, the Certificate
Balance of such Class of Certificates on the Distribution Date immediately prior to such date of determination after application
of the distributions and allocation of Realized Losses or Additional Trust Fund Expenses made thereon on such prior Distribution
Date plus any Recovered Amounts allocated to such Class of Certificates in accordance with Section 1.04(c). The Certificate
Balance of any Class of Uncertificated Lower-Tier Interest will equal the Certificate Balance of the Related Certificates. Each
of the Class X and Class R Certificates will not have a Certificate Balance.


 


“Certificate
Principal Distribution Amount”: For any Distribution Date, is equal to (i) with respect to the Pooled Certificates,
the aggregate of the Principal Distribution Amounts of the Pooled Mortgage Loans, and (ii) with respect to the Loan Specific
Certificates, the aggregate Principal Distribution Amount for the related Non-Pooled Trust Notes.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained pursuant to Section 5.01(c) and
the registrar appointed pursuant to Section 5.02(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register (including, solely for the purposes of providing, distributing or otherwise making available any reports, statements
or


 






    	-14-



    	 



    

 


other information pursuant to this Agreement, Beneficial Owners of Certificates to the extent the person providing, distributing
or making available such information has received an Investor Certification that such person is a Beneficial Owner); provided,
however, that solely for the purposes of giving any consent or taking any action (including, without limitation, selecting
or appointing a Directing Certificateholder) pursuant to this Agreement, any Certificate beneficially owned by the Depositor,
the Servicer, a Special Servicer, the Certificate Administrator, the Trustee, any Borrower Affiliate, any Restricted Holder, any
manager of a Mortgaged Property or any subservicers or Affiliate thereof shall be deemed not to be outstanding, and the Voting
Rights to which it is entitled shall, and the Certificate Balance of such Certificate shall, not be taken into account in determining
whether the requisite percentage of Voting Rights, and/or of the Certificate Balance of the Certificates or any Class of Certificates
necessary to effect any such consent or take any such action, has been obtained; provided that the foregoing limitation
shall not be construed so as to limit or prevent a Controlling Class Certificateholder or the Directing Certificateholder, solely
based on it being an Affiliate of a Special Servicer, from exercising any appointment, consent or consultation rights it may have
under this Agreement solely in its capacity as Controlling Class Certificateholder or Directing Certificateholder (unless, for
the avoidance of doubt, the Controlling Class Certificateholder or Directing Certificateholder is the Servicer, the Trustee, the
Certificate Administrator, any Borrower, a Restricted Holder, a manager of a Mortgaged Property, or any of the sub-servicers or
respective Affiliates or agents of the foregoing). For purposes of obtaining the consent of Certificateholders to an amendment
of this Agreement, any Certificates beneficially owned by the Depositor, the Servicer, a Special Servicer, the Trustee, the Certificate
Administrator, or an Affiliate of such parties will be deemed to be outstanding, provided that such amendment does not
relate to the termination of, increase in compensation or material reduction of obligations of the Depositor, the Servicer, either
Special Servicer, the Trustee, the Certificate Administrator, or any of their Affiliates, in which case such Certificate shall
be deemed not to be outstanding.


 


Notwithstanding
the foregoing, so long as there is no Servicer Termination Event with respect to the Servicer or a Special Servicer, the Servicer
and such Special Servicer or such Affiliate of any of them 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. The Certificate Administrator shall be entitled to request and rely upon a certificate of the Servicer, the applicable
Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person.
For the avoidance of doubt, no Borrower, Property Manager, Restricted Holder or any affiliate of any such person will be permitted
to exercise any rights of a Controlling Class Certificateholder or the Directing Certificateholder under this Agreement. All references
herein to “Holders” or “Certificateholders” shall reflect the rights of Beneficial 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. For the avoidance of doubt, no Borrower,
Manager or any Affiliate of any such Person shall be permitted to exercise any rights of a Controlling Class Certificateholder
or the Directing Certificateholder under this Agreement.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of a Special Servicer, the
Certificateholders evidencing at least


 






    	-15-



    	 



    




 


66-2/3% of the aggregate Voting Rights (taking into account the application of any Appraisal
Reduction to notionally reduce the Certificate Balances of the Certificates) of all Pooled Principal Balance Certificates.


 


“Certifying
Person”: As defined in Section 12.11.


 


“Certifying
Servicer”: As defined in Section 12.07.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical class designation, and each of the Class
LT-R Interest, the Class UT-R Interest and each designated Uncertificated Lower-Tier Interest.


 


“Class A
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-1, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class A
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal the Net
WAC Rate.


 


“Class B
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-3, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net WAC
Rate.


 


“Class C
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-4, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


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


 


“Class LA
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


“Class LB
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


“Class LC
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 






    	-16-



    	 



    

 


“Class LPR-1
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


“Class LPR-2
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


“Class LSQ-1
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


“Class LSQ-2
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


“Class LSQ-3
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
to this Agreement.


 


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


 


“Class PR-1
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-6, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class PR-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6332%.


 


“Class PR-2
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-7, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class PR-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6332%.


 


“Class R
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-5. The Class R Certificates
have no Pass-Through Rate, Certificate Balance or Notional Amount.


 






    	-17-



    	 



    

 


“Class SQ-1
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-8, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class SQ-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6332%.


 


“Class SQ-2
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-9, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class SQ-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6332%.


 


“Class SQ-3
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-10, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class SQ-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.6332%.


 


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


 


“Class
X Strip Rate”: For each of the Class A, Class B and Class C Certificates for any Distribution Date shall equal the excess
of (i) the Net WAC Rate for such Distribution Date over (ii) the Pass-Through Rate of such Class of Certificates.


 


“Class X
Certificate”: Any one of the Certificates executed by the Certificate Administrator and authenticated by the Authenticating
Agent on behalf of the Depositor in substantially the form set forth in Exhibit A-2, together with any other Certificate
issued in substitution or replacement thereof pursuant to Article V.


 


“Class X
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal the weighted average of the
Class X Strip Rates for the Class A, Class B and Class C Certificates (weighted on the basis of the Certificate Balances of such
Classes, in each case, outstanding immediately prior to the related Distribution Date).


 


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


 


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


 






    	-18-



    	 



    

 


“Clearstream”:
Clearstream Banking, société anonyme, or its successor in such capacity.


 


“Closing
Date”: July 24, 2015.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 


“Collection
Account”: The trust account or accounts created and maintained by the Servicer pursuant to Section 3.05(a),
which shall be entitled “KeyBank National Association, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG Collection Account” and which must be an Eligible Account.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion
Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization
Trust.


 


“Companion
Loan Holder”: The holder of a Companion Loan.


 


“Companion
Loan Rating Agency”: With respect to a Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan to assign a rating to the related Companion Loan Securities.


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable
Companion Loan Rating Agency that a proposed action, failure to act or other event so specified shall not, in and of itself, result
in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion Loan Securities
(if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment
from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.31 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets
of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).


 






    	-19-



    	 



    




 


“Compensating
Interest”: With respect to the Mortgage Loans for any Distribution Date, an amount required to be deposited by the Servicer
into the Collection Account pursuant to Section 3.12(a), equal to the amount of any Prepayment Interest Shortfalls
arising with respect to a non-Specially Serviced Mortgage Loan resulting from voluntary prepayments where the Servicer waives
a requirement to pay interest through the end of the related Mortgage Loan Interest Accrual Period during any Due Period (unless
such waiver (A) is required because of a court order or applicable law, (B) is in connection with Insurance or Condemnation Proceeds
or (C) is at the request or with the consent of the applicable Special Servicer); provided that the Compensating Interest
for any Distribution Date shall not exceed the lesser of (i) the total amount of such Prepayment Interest Shortfalls allocated
to the related Mortgage Loan, and (ii) with respect to each Mortgage Loan for which the Servicer receives its Servicing Fees
during such Due Period, the portion of such Servicing Fees calculated, in each case, at an annual rate of 0.0025% per annum.


 


“Condemnation
Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation thereof with respect to a Mortgaged Property or REO Property by or to any governmental or quasi-governmental
authority other than amounts to be applied to the restoration, preservation or repair of such Mortgaged Property or REO Property
or released to the related Borrower in accordance with the terms of the related Mortgage Loan documents.


 


“Consultation
Termination Event”: A Consultation Termination Event shall occur with respect to each Directing Certificateholder and
the related Mortgage Loan, when there is no Class of related Loan Specific Certificates that has a then outstanding Certificate
Balance at least equal to 25% of the initial Certificate Balance of that Class, without regard to the application of any Appraisal
Reductions. Upon the occurrence of a Consultation Termination Event, no Class of Loan Specific Certificates for the related Mortgage
Loan shall be entitled to appoint a Directing Certificateholder for such Mortgage Loan or have any rights hereunder to consent
to or consult on actions of the Servicer or the related Special Servicer with respect to such Mortgage Loan; provided,
that with respect to the Pearlridge Mortgage Loan, a Consultation Termination Event shall be in effect until a Control Enabling
Event has occurred with respect to one or more Classes of related Loan Specific Certificates.


 


“Control
Enabling Event”: An event that will be deemed to have occurred with respect to a Class of Pearlridge Loan Specific Certificates
upon the earliest of (i) the sale of the majority of the Certificate Balance of such Class of Pearlridge Loan Specific Certificates
to Persons that are unaffiliated with J.P. Morgan Chase Bank, National Association and German American Capital Corporation and
(ii) receipt of a notice from J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. to the Trustee and Certificate Administrator
that a Control Enabling Event is to be deemed to have occurred.


 


“Control
Event”: Shall be deemed to have occurred and be continuing (A) with respect to a Class of Loan Specific Certificates
if (i) the initial Certificate Balance of the Class of Loan Specific Certificates, as reduced (without duplication) by (x) any
payments of principal (whether as scheduled amortization, principal prepayments or otherwise) paid and received on such Class
of Loan Specific Certificates, (y) any Appraisal Reduction then allocated to such Class of Loan Specific Certificates, and
(z) any Loan Specific Realized Losses previously


 






    	-20-



    	 



    

 


allocated to such Class of Loan Specific Certificates, is less than (ii) 25%
of the initial aggregate Certificate Balance of such Class of Loan Specific Certificates, as reduced by any payments of principal
(whether as scheduled amortization, principal prepayments or otherwise) paid and received on such Class of Loan Specific Certificates,
and (B) with respect to a Mortgage Loan, if a Control Event exists with respect to all related Classes of Loan Specific Certificates;
provided, that with respect to the Pearlridge Mortgage Loan, a Control Event shall be in effect until a Control Enabling
Event has occurred with respect to one or more Classes of related Loan Specific Certificates.


 


“Controlling
Class”: For each Mortgage Loan shall be the most subordinate Class of related Loan Specific Certificates with respect
to which a Control Event has not occurred, or if no Class of related Loan Specific Certificates satisfies the foregoing requirement,
the Controlling Class will be the senior-most Class of related Loan Specific Certificates. After the occurrence and during the
continuance of a Control Event with respect to the senior-most Class of Loan Specific Certificates with respect to the related
Mortgage Loan, the Directing Certificateholder appointed by such Class shall only be entitled to exercise consultation rights
to the extent specifically provided for in hereunder.


 


“Controlling
Class Certificateholder”: Each Holder (or Beneficial 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 Servicer or
a Special Servicer 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 Beneficial Owners, if applicable) of the Controlling Class and the Certificate Administrator
shall promptly provide such list without charge to such Trustee, Servicer or such Special Servicer, as applicable. The Trustee,
the Servicer and the Special Servicers shall be entitled to rely on any such list so provided. Notwithstanding the foregoing,
for purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or the Directing Certificateholder
or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder
of any interest in a Controlling Class Certificate who is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing,
or is a Restricted Holder, shall not be deemed to be a holder of the related Controlling Class and shall not be entitled to exercise
such rights or receive such information. If, as a result of the preceding sentence, no holder of Controlling Class Certificates
would be eligible to exercise such rights, there shall be no Controlling Class or Directing Certificateholder.


 


“Corporate
Trust Office”: With respect to the Trustee and the Certificate Administrator, the corporate trust office of Wells Fargo
Bank, National Association initially located at 9062 Old Annapolis Road, Columbia Maryland 21045-1591, Attention: Corporate Trust
Services, CMBS – WP Glimcher Mall Trust 2015-WPG, or the principal trust office of any successor trustee qualified and appointed
pursuant to this Agreement; and (b)  for certificate transfer services, at Wells Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Certificate Transfers (CMBS) WP Glimcher Mall Trust 2015-WPG, or the principal
trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.


 






    	-21-



    	 



    

 


“CREFC®”:
CRE Finance Council, or any association or organization that is a successor thereto. If neither such association nor any successor
remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as
may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally involved
in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial
mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting
transaction specific information relating to commercial mortgage pass-through certificates and commercial mortgage backed bonds
and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates
or bonds, and any successor to such other association or organization. If an organization or association described in one of the
preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other
association or organization as shall be reasonably acceptable to the Depositor, the Servicer, the Special Servicers, the Certificate
Administrator, and the Trustee.


 


“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 and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“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 monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Bond Level File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the
CREFC®


 






    	-22-



    	 



    

 


Website, or such other form for the presentation of such information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicers.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicers.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“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/Forbearance and Corrected Mortgage Loan Report”: A report substantially in the form
of, and containing the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance
and Corrected Mortgage Loan 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicers.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Mortgage Loan and for any
Distribution Date, an amount accrued during the related Mortgage Loan Interest Accrual Period at the CREFC® Intellectual
Property Royalty License Fee Rate on the outstanding Principal Balance of such Mortgage Loan or REO Mortgage Loan as of the close
of business on the Distribution Date in such Mortgage Loan Interest Accrual Period; provided that such amounts shall be
computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed
due on the related Mortgage Loan or REO Mortgage 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 Servicer from the
Lower-Tier REMIC.


 






    	-23-



    	 



    




 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0005% per
annum.


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time
to time as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC®
Investor Reporting Package contains:


 


                                (i)           the following seven electronic files: (i) CREFC®
Bond Level File, (ii) CREFC® Collateral Summary File, (iii) CREFC® Property File,
(iv) CREFC® Loan Periodic Update File, (v) CREFC® Loan Setup File, (vi) CREFC®
Financial File, and (vii) CREFC® Special Servicer Loan File; and


 


                                (ii)         
the following nineteen supplemental reports and disclosure templates: (i) CREFC® Comparative Financial Status
Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch
List, (viii) CREFC® Loan Level Reserve LOC Report, (ix) CREFC® Advance Recovery Report,
(x) CREFC® Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC® Servicer
Realized Loss Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template, (xvi)
CREFC® Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report, (xviii)
CREFC® Servicer Remittance to Certificate Administrator Template, and (xix) CREFC® Significant Insurance
Event Report Template, as such reports may be amended, updated or supplemented from time to time.


 


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 Servicer or the applicable Special Servicer of any such report that is required to state information for
any period prior to the Closing Date, the Servicer or such 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 Seller or by the related
Borrower or (x) in the case of such a report produced by the Servicer, by the applicable Special Servicer (if other than
the Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the applicable Special Servicer, by
the Servicer (if other than such Special Servicer or an Affiliate thereof).


 






    	-24-



    	 



    

  


“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 substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer.


 


“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 Periodic Update File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicers and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicers and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Commercial NOI Adjustment Worksheet” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the applicable Special Servicer, as applicable, and in any event, shall present the computations made in accordance
with the methodology described in such form to “normalize” the full year net operating income and debt service coverage
numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to each Mortgaged Property and/or in the
aggregate for the portfolio of Mortgaged Properties (depending on whether the loan parties deliver the related financial statements
and operating statements on a per-property basis or an aggregate basis) substantially in the form of, and


 






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containing the information
called for in, the downloadable form of the “Commercial Operating Statement Analysis 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 recommended by the CREFC® for commercial mortgage securities transactions
generally and is reasonably acceptable to the Servicer and the Special Servicers.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicers.


 


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


 


“CREFC®
REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Status 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicers.


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information
as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer
Watch List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


  



    	-26-



    	 



    




  


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


 


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicers.


 


“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 Servicer.


 


“CREFC®
Website”: The CREFC®’s Internet website located at “www.crefc.org” or such other
primary Internet website as the CREFC® may establish for dissemination of its report forms.


 


“Custodial
Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the
Certificate Administrator pursuant to Section 3.21, as the same may be amended or modified from time to time in accordance
with the terms thereof.


 


“Custodian”:
Any Custodian appointed pursuant to Section 3.21. The Custodian may (but need not) be the Certificate Administrator,
the Trustee or the Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Servicer, but may not be the
Depositor or any Affiliate of the Depositor. The Certificate Administrator will be the initial Custodian.


 


“Debt
Service Reduction Amount”: With respect to a Payment Date and the related Determination Date, the amount of the reduction
of the Scheduled Monthly Payment that a Borrower is obligated to pay on such Payment Date with respect to a Mortgage Loan as a
result of any proceeding under bankruptcy law or any similar proceeding; provided, however, that in the case of
an amount that is deferred, but not forgiven, such reduction shall include only the net present value (calculated at the related
Mortgage Rate) of the reduction.


 


“Default
Interest”: With respect to any Mortgage Loan, interest accrued on such Mortgage Loan at the excess of the Default Rate
over the related Mortgage Rate.


 


“Default
Rate”: With respect to each Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan
following any Mortgage Event of Default on such Mortgage Loan, including without limitation, a default in the payment of a Scheduled
Monthly


 






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Payment or a Balloon Payment, as such rate is set forth in the related Mortgage Loan Documents.


 


“Defaulted
Mortgage Loan”: A Mortgage Loan (i) that is delinquent at least sixty days in respect of its Scheduled Monthly
Payments or more than sixty days delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or Note and without regard to any acceleration of
payments under the related Mortgage and Note or (ii) as to which the Servicer or the applicable Special Servicer has, by
written notice to the related Borrower, accelerated the maturity of the indebtedness evidenced by the related Note.


 


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


 


“Definitive
Certificates”: Certificates issued in definitive physical form.


 


“Denomination”:
As defined in Section 5.01(a).


 


“Deposit
Bank”: The bank that administers the Borrower Accounts in accordance with the related Mortgage Loan Documents under
any Mortgage Loan.


 


“Depositor”:
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, and its successors and assigns.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository
Participant”: A 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 each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs
or, if such day is not a Business Day, the immediately succeeding Business Day.


 


“Directing
Certificateholder”: With respect to each Mortgage Loan, the Certificateholder (or its representative) selected by Certificateholders
representing more than 50% of the Certificate Balance of the related Controlling Class, as identified by written notice with contact
information to the Certificate Administrator from time to time hereunder. After the occurrence of a Consultation Termination Event
with respect to a Mortgage Loan, there will be no Directing Certificateholder with respect to that Mortgage Loan.


 


On
the Closing Date, J.P. Morgan Securities LLC is the Holder of 60% of the Certificate Balance and Deutsche Bank Securities Inc.
is the Holder of 40% of the Certificate Balance of the (a) Class PR-1 Certificates and (b) Class PR-2 Certificates and
therefore a related Control Enabling Event has not yet occurred on the Closing Date. The Certificate Administrator and the other
parties to this Agreement shall be entitled to assume that there is no Controlling Class Certificateholder until a related Control
Enabling Event is deemed to occur and the Certificate Administrator receives notice of a Directing Certificateholder for the related


 






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Mortgage Loan. Any such notice shall be via email to the Certificate Administrator at trustadministrationgroup@wellsfargo.com.


 


“Directly
Operate”: With respect to any REO 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 in the ordinary course of a trade or business, any use of such REO Property in a trade or business conducted
by the Trust, or the performing of any construction work on the REO Property other than through an Independent Contractor; provided,
however, that the applicable Special Servicer, on behalf of the Trust, shall not be considered to Directly Operate an REO
Property solely because such Special Servicer, on behalf of the Trust, establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, 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).


 


“Disclosure
Parties”: As defined in Section 8.14(b).


 


“Disqualified
Non-U.S. Person”: With respect to the Residual Certificates, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds a Residual Certificate in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or successor form) or (ii) a
Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of a Residual Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Residual Certificate will not be disregarded for federal
income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing
(other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home
Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign
government, international organization or agency or instrumentality of either of the foregoing, (c) an organization that
is exempt from 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
Certificate (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone
cooperatives described in Section 1381(a)(2) of the Code, or (e) any other Person so designated by the Certificate Administrator
based upon an Opinion of Counsel to the effect that any transfer to such Person may cause either Trust REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding.  The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: A trust account or subaccount created and maintained as a separate trust account or subaccount by the Certificate
Administrator pursuant to


 






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Section 3.05(f), which shall be entitled, “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of the Trustee and the Holders of WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage
Pass-Through Certificates, Series 2015-WPG, Distribution Account” and which must be an Eligible Account or subaccount of
an Eligible Account.


 


“Distribution
Date”: The 4th Business Day after the Determination Date, commencing in August 2015.


 


“Distribution
Date Statement”: A monthly distribution statement prepared by the Certificate Administrator pursuant to Section 4.02(a).


 


“Domestic
Global Certificate”: Any of the single, permanent global certificates that represents the Regular Certificates sold
in reliance on Rule 144A.


 


“DTC”:
The Depository Trust Company.


 


“Due
Period”: With respect to any Distribution Date, the period commencing on and including the date immediately following
the Determination Date relating to the immediately preceding Distribution Date and ending on and including the Determination Date
relating to such Distribution Date.


 


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an
account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the
definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution
or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined
capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal or state authority, as applicable.
An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.


 


“Eligible
Institution”: (a) A depository institution or trust company insured by the Federal Deposit Insurance
Corporation, (i) the short term unsecured debt obligations or commercial paper of which are rated at least “P-1”
by Moody’s, “A-1” by S&P (or “A-2” by S&P if the long-term unsecured debt obligations
of which are rated at least “BBB” by S&P) and the equivalent rating by Morningstar (if then rated by
Morningstar) or such other rating confirmed in a Rating Agency Confirmation (or, in the case of Moody’s, a
Companion Loan Rating Agency Confirmation) in the case of letters of credit or accounts in which funds are held for 30 days
or less or (ii) in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt
obligations of which are rated at least “Aa3” by Moody’s, “BBB+” by S&P and the equivalent
rating by Morningstar (if then rated by Morningstar) or such other rating confirmed in a Rating Agency Confirmation (or, in
the case of Moody’s, a Companion Loan Rating Agency Confirmation); (b) Wells Fargo Bank, National Association, so long
as it meets the eligibility standards of the Certificate Administrator pursuant to Section 8.06 of this
Agreement; (c) KeyBank National Association, provided that (i) the short term debt obligations, deposits or commercial
paper of KeyBank National Association are rated at least “P-1” by  


 






    	-30-



    	 



    

  


Moody’s, “A-2” by S&P and
the equivalent by Morningstar (if then rated by Morningstar) in the case of letters of credit or accounts in which funds are
held for thirty (30) days or less and, (ii) the long-term unsecured debt
obligations or deposits of which are rated at least “A2” by Moody’s, “BBB+” by S&P and the
equivalent by Morningstar (if then rated by Morningstar) in the case of letters of credit or accounts in which funds are held
for more than thirty (30) days; or (d) an account maintained with any other insured depository institution that is the
subject of a Rating Agency Confirmation, from the Rating Agency for which the minimum rating is not met (or a Companion Loan
Rating Agency Confirmation from Moody’s if its minimum rating is not met), with respect to any account listed in the
clauses above, or from each Rating Agency (or, in the case of Moody’s, a Companion Loan Rating Agency Confirmation), with respect to any account other than one listed in the clauses
above.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the Mortgage
Loan Sellers in connection with the related Mortgage.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“ERISA
Restricted Certificate”: Any Class PR-2, Class SQ-2 and Class SQ-3 Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions
contained in Section 5.02(m) of this Agreement if, as of the date of a proposed transfer of such Certificate, either
(i) it is rated in one of the four highest generic ratings categories by a Rating Agency or (ii) relevant provisions
of ERISA would permit the transfer of such Certificate to a Plan.


 


“Escrow
Account”: A segregated custodial account established by the Servicer to hold all funds collected and received by it
pursuant to any Mortgage Loan constituting Escrow Payments separate and apart from its own funds and general assets pursuant to
Section 3.04(b). Any Escrow Account may be a subaccount of the related Cash Collateral Account.


 


“Escrow
Payment”: Any payment made by any Borrower to the Servicer pursuant to the related Mortgage, Cash Collateral Account
Agreement, Lock Box Agreement or Loan Agreement for the account of such Borrower for application toward the payment of taxes,
insurance premiums, assessments and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Banking, société anonyme, or its successor in such capacity.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan, the sum of (A) the excess, if any, of (i) any and all
Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of a Mortgage Loan or the
related Companion Loans, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement
of Advances and Advance Interest Amounts to the extent not otherwise paid or reimbursed by the Borrower but excluding Special
Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with respect to the
related Mortgage Loan or the related Companion Loans and reimbursed from such Modification


 






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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 Borrower or otherwise.

 


“Excess
Prepayment Interest Shortfall”: With respect to any Mortgage Loan and any Distribution Date, the shortfall that results
when the amount of any Prepayment Interest Shortfall allocable in respect of such Mortgage Loan exceeds the related Compensating
Interest allocated to such Mortgage Loan as of such Distribution Date. For the purpose of determining whether any Excess Prepayment
Interest Shortfall exists on a Mortgage Loan, Compensating Interest will be allocated pro rata among the Mortgage Loans
with Prepayment Interest Shortfalls in accordance with the amounts of such Prepayment Interest Shortfalls entitled to Compensating
Interest.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Exemption”:
The prohibited transaction exemption issued by the United States Department of Labor to (i) JP Morgan Securities Inc., Prohibited
Transaction Exemption 2002-19, 67 Fed. Reg. 14,979 (March 28, 2002) and (ii) Deutsche Bank Securities Inc., Final Authorization
Number 97-03E (December 9, 1996), each as most recently amended by Prohibited Transaction Exemption 2013-08, 78 Fed. Reg. 41,090
(July 9, 2013), and as may be subsequently amended.


 


“Extended
Cure Period”: As set forth in the Mortgage Loan Purchase Agreement.


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together
with such other data or supporting information provided by the applicable Special Servicer to the related Directing Certificateholder,
which does not include any communications (other than the related Asset Status Report) between such Special Servicer and the related
Directing Certificateholder with respect to such Specially Serviced Mortgage Loan; provided that no Asset Status Report
shall be considered to be a Final Asset Status Report unless, prior to a Control Event, the related Directing Certificateholder
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 or consent or the Asset Status Report is otherwise implemented by such Special Servicer in accordance
with the terms of this Agreement.


 


“Final
Recovery Determination”: A reasonable determination by the applicable Special Servicer, prior to the occurrence of a
Consultation Termination Event in consultation with the related Directing Certificateholder, with respect to any defaulted Mortgage
Loan or Rehabilitated Mortgage Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was
purchased by the Mortgage Loan Sellers pursuant to Section 2 of the Mortgage Loan Purchase Agreement, or by applicable Special
Servicer pursuant to Section 3.19) that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO Income and other payments or recoveries that, in the applicable Special Servicer’s judgment, which
judgment was exercised without regard to any obligation of the


 






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applicable
Special Servicer to make payments from its own funds pursuant to Section 3.08(b), will ultimately be recoverable.
Prior to the occurrence and continuance of any Control Event, the related Directing Certificateholder will have ten (10) Business
Days to review and approve each such recovery determination by the applicable Special Servicer (other than with respect to a Mortgage
Loan or REO Property, as the case may be, that was repurchased by a Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase Agreement, or by the applicable Special Servicer, the related Directing Certificateholder or any mezzanine lender). However,
if the related 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.


 


“GACC”:
As defined in the Preliminary Statement.


 


“Global
Certificates”: As defined in Section 5.04(b) of this Agreement.


 


“Ground
Leases”: The Kamehameha Schools Ground Leases and the Territorial Savings Ground Lease.


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601,
et seq., or any other U.S. environmental laws now existing, 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
that would, if classified as unusable, be included in the foregoing definition.


 


“IAI”:
Institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D or any
entity in which all the equity holders fall within any such subsections.


 


“Indemnified
Party”: As defined in Section 8.05(c).


 


“Indemnifying
Party”: As defined in Section 8.05(c).


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any
material indirect financial interest, in any of the Depositor, the Mortgage Loan Sellers, the Certificate Administrator, the Trustee,
the Servicer, the Special Servicers, any Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any
such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director, member or Person performing similar
functions.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were a real estate investment trust (except that
the ownership tests 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 or 35% or more of the aggregate value of all Classes of Certificates), provided that the Trust
Fund does not receive or derive any income from such Person and the relationship between such Person and the Trust Fund is at
arm’s length, all within the meaning of Treasury


 






    	-33-



    	 



    

 


Regulations
Section 1.856-4(b)(5) (except neither the Servicer nor a Special Servicer shall be considered to be an Independent Contractor
under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed
an Independent Contractor) addressed to the Servicer, the Certificate Administrator and the Trustee has been delivered to the
Certificate Administrator and the Trustee to that effect) or (ii) any other Person (including the Servicer and the Special
Servicers) if the Servicer, on behalf of itself, the Certificate Administrator and the Trustee, has received an Opinion of Counsel
(at the expense of the party seeking to be deemed an Independent Contractor) 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 (determined without regard to the exception applicable for purposes of Section 860D(a)
of the Code) or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided
that such income would otherwise so qualify).


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which a Mortgaged Property or REO Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of
comparable properties in the geographic area in which the applicable Mortgaged Property is located.


 


“Initial
Pass-Through Rate”: With respect to any Class of Certificates (other than the Class R Certificates), the initial Pass-Through
Rate for such Class, in each case as specified in the Preliminary Statement.


 


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


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.06(a).


 


“Installment
Sale Agreement”: Each “Installment Sale Agreement” as defined in each Loan Agreement.


 


“Insurance
Policies”: Collectively, any “all risk” or fire and casualty extended coverage insurance policy, or flood
insurance policy, or title insurance policy relating to the Mortgage Loans or the related Mortgaged Properties, required to be
in effect as of the Closing Date or thereafter during the term of this Agreement.


 


“Insurance
Proceeds”: Amounts paid by the insurer under any Insurance Policy (and including any amounts paid by the Servicer (if
it self-insures) pursuant to Section 3.08).


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, an amount equal to interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class
on the Certificate Balance or Notional Amount of such Class, as applicable, outstanding immediately prior to such Distribution
Date, in each case, minus such Class’s allocable portion of any Excess Prepayment Interest Shortfalls with respect to such
Distribution Date. Interest on the Regular


 






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Certificates
and the Uncertificated Lower-Tier Interests will be computed on the basis of a 360-day year consisting of twelve 30 day
months. For purposes of accruing interest and calculating Pass-Through Rates, the Regular Certificates and each Class of
Uncertificated Lower-Tier Interests will be deemed to have a Certificate Balance or Notional Amount on the first day of the
Interest Accrual Period equal to the Certificate Balance or Notional Amount of such Class as of the day immediately following
the Distribution Date that occurs in the calendar month in which such Interest Accrual Period commences. For purposes of
accruing interest and calculating Pass-Through Rates, the Mortgage Loans will be deemed to have a Principal Balance on the
first day of the Interest Accrual Period equal to the Principal Balance of such Mortgage Loan as of the Payment Date of such
Mortgage Loan that occurs in the calendar month in which such Interest Accrual Period commences (after giving effect to
all payments received in respect of such Mortgage Loan on or before such Payment Date).


 


“Interest
Accrual Period”: With respect to any Distribution Date each Class of Regular Certificates and Uncertificated Lower-Tier
Interests, the Interest Accrual Period is the calendar month preceding the month in which the related Distribution Date occurs.


 


“Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated
Lower-Tier Interests is equal to the sum of (i) the Interest Accrual Amount for such Class on such Distribution Date and
(ii) any Interest Shortfalls for such Class on such Distribution Date.


 


“Interest
Reserve Account”: As defined in Section 3.05(g).


 


“Interest
Shortfall”: On any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier Interests is
the excess, if any, of (i) the Interest Distribution Amount for such Class for the immediately preceding Distribution Date,
over (ii) all distributions of interest made with respect to such Class on the immediately preceding Distribution Date.


 


“Interested
Person”: As of any date of determination, the Depositor, the Servicer, a Special Servicer, any Borrower, any manager
of a Mortgaged Property, any independent contractor engaged by a Special Servicer, any Directing Certificateholder, any Restricted
Holder, or any Person actually known to a Responsible Officer of the Certificate Administrator or the Trustee to be an Affiliate
of any one of them.


 


“Investment
Account”: As defined in Section 3.07(a).


 


“Investment
Company Act”: Investment Company Act of 1940, as amended.


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a beneficial
owner of a Certificate, a prospective purchaser of a Certificate, a Directing Certificateholder or a Mortgage Loan Seller repurchasing
a portion of a Mortgage Loan pursuant to Section 3.32(b), and that (i) such person is not a Borrower Affiliate, a Restricted
Holder, a manager of a Mortgaged Property, or an agent or affiliate of any of the foregoing, in which case such person will have
access to all the reports and information made available to Privileged Persons hereunder or (ii) such person is a Borrower Affiliate,
a Restricted Holder or a manager of a Mortgaged Property, or an agent or affiliate of the foregoing, in which


 






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case such person
will be permitted to receive access only to the Distribution Date Statements prepared by the Certificate Administrator, in each
case, as evidenced by such person’s execution and delivery of a certificate in the form of Exhibit L-1 (for
Non-Borrower Affiliates) or Exhibit L-2 (for Borrower Affiliates), as applicable, to the Certificate
Administrator.

 


“Investors”:
Each direct purchaser of the Certificates from an Initial Purchaser and each subsequent transferee thereof.


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
As defined in the Preliminary Statement.


 


“Kamehameha
Schools Ground Leases”: The ground leases created by six separate ground leases, each dated April 23, 2004 and each
between Watercress Associates, LP, LLLP, as lessee, and the Trustees of the Estate of Bernice Pauahi Bishop, as lessor, as affected
by that certain master ground lease administration agreement, dated April 23, 2004, between Watercress Associates, LP, LLLP and
the Trustees of the Estate of Bernice Pauahi Bishop, the assignment and assumption of lease, dated as of October 22, 2010, between
Watercress and the Pearlridge Borrower, and lessor’s consent to assignment of leases and master agreement, effective November
1, 2010, by the Trustees of the Estate of Bernice Pauahi Bishop.


 


“KeyBank”:
KeyBank National Association, and its successors-in-interest.


 


“Late
Collections”: With respect to any Whole Loan, Mortgage Loan or Companion Loan (as the case may be), all amounts received
during any Due Period, whether as late payments or as Liquidation Proceeds, Net Condemnation Proceeds, Net Insurance Proceeds
or otherwise, that represent late payments or collections of Scheduled Monthly Payments due (or Assumed Scheduled Monthly Payments
deemed due) or late collections of Balloon Payments due, but delinquent for a previous Due Period and not previously recovered.


 


“Liquidation
Expenses”: Expenses incurred by the Trustee, the Certificate Administrator, the Servicer or the applicable Special Servicer
in connection with the enforcement and liquidation of any Mortgage Loan or REO Property acquired in respect thereof, as applicable
(including, without limitation, legal fees and expenses, committee or referee fees, appraisal fees, property manager fees, environmental
site assessment fees, and, if applicable, brokerage commissions and conveyance taxes) and any Liquidation Fee for such Mortgage
Loan.


 






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“Liquidation
Fee”: A fee with respect to each Specially Serviced Mortgage Loan as to which the applicable Special Servicer obtains
a full, partial or discounted payoff or unscheduled payments from the related Borrower and, except as otherwise described below,
with respect to any Specially Serviced Mortgage Loan or REO Property as to which the applicable Special Servicer receives any
Liquidation Proceeds, that is equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds (other than any
portion thereof that represents a recovery of Default Interest); provided that any such Liquidation Fee shall be reduced
by any Excess Modification Fees received and retained by such Special Servicer but only to the extent those Excess Modification
fees have not previously been deducted from a Workout Fee or Liquidation Fee, and provided, further however,
that no Liquidation Fee shall be payable with respect to or in connection with:


 


                                (i)           the repurchase of any Mortgage Loan by the Mortgage
Loan Sellers for a material breach of representation or warranty or because of a material document defect, provided that
such repurchase occurs prior to the end of the Extended Cure Period; or





 


                                (ii)          any purchase of any Specially Serviced Mortgage Loan
or REO Property by the applicable Special Servicer or any Affiliate thereof.


 


“Liquidation
Fee Rate”: A rate equal to 0.50%.


 


“Liquidation
Proceeds”: The amounts received by the Servicer or the related Special Servicer in connection with the whole, partial
or discounted liquidation or discounted payoff of a Whole Loan or an REO Disposition, whether through judicial foreclosure, sale
(including without limitation a sale pursuant to exercise of a purchase option pursuant to Section 3.19) or otherwise,
including payments in connection with such Mortgage Loan received from the related Borrower or otherwise, including Net REO Income
to the extent that any Net REO Income is received in connection with the whole, partial or discounted liquidation of such Mortgage
Loan or such REO Disposition (other than amounts required to be paid to the related Borrower pursuant to the terms of the applicable
Mortgage or otherwise pursuant to law).


 


“Loan
Agreement”: With respect to any Mortgage Loan, the loan agreement, if any, between the Mortgage Loan Seller and the
Borrower, pursuant to which such Mortgage Loan was made.


 


“Loan
Number”: With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books
and records of the Mortgage Loan Seller or any sub-servicer for the Mortgage Loan Seller, as set forth in the Mortgage Loan Schedule.


 


“Loan
Specific Available Funds”: For any Distribution Date and the Loan Specific Certificates related to a Mortgage Loan shall
be the sum of (i) all previously undistributed Scheduled Monthly Payments or other receipts on account of principal and interest
on or in respect of the applicable Mortgage Loan (allocable to the Non-Pooled Trust Notes including, but not limited to, allocable
portions of Balloon Payments, Principal Prepayments, Net Liquidation Proceeds, Net Insurance Proceeds, Net Condemnation Proceeds
and Late Collections, but without duplication thereof) received by the Servicer during the related Due Period an in each case
to the extent allocable to the Non-Pooled Trust Notes for the applicable


 






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Mortgage
Loan, plus (ii) the proceeds of any repurchase of the applicable Mortgage Loan required to be repurchased by the Mortgage
Loan Sellers or any purchase or repayment made by the Mortgage Loan Sellers or applicable Special Servicer, and received by the
Servicer during the related Due Period in respect of the applicable Mortgage Loan, in each case, allocable to the Non-Pooled Trust
Notes, plus (iii) all Monthly Advances made by the Servicer or the Trustee, as applicable, on the applicable Mortgage Loan
in respect of such Distribution Date allocable to the Non-Pooled Trust Notes, plus (iv) amounts of Compensating Interest
remitted by the Servicer to the Collection Account in respect of Prepayment Interest Shortfalls allocable to the Non-Pooled Trust
Notes occurring during the related Due Period, plus (v) if such Distribution Date is the Distribution Date occurring in March
of each year (or February, if such Distribution Date is the final Distribution Date), Withheld Amounts allocable to the Non-Pooled
Trust Notes to be withdrawn from the Interest Reserve Account for such Distribution Date, minus (vi) an amount equal to the applicable
Withheld Amount allocable to the Non-Pooled Trust Notes in the case of the February Distribution Date and any January Distribution
Date occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date),
 and plus (vii) all other collections or proceeds received by the Servicer that are allocable to the Non-Pooled Trust Notes
for the applicable Mortgage Loan during the related Due Period, other than collections allocable to principal and interest, with
respect to the related Mortgage Loan not otherwise payable to the Depositor or any of its Affiliates, the Servicer, either Special
Servicer, the Certificate Administrator or the Trustee, except (without duplication):


 


                                (i)           all amounts permitted to be deducted from the Collection
Account pursuant to Section 3.06 and Section 3.12;


 


                                (ii)          all amounts representing Scheduled Monthly Payments
in respect of a Mortgage Loan due after the related Due Period; and


 


                                (iii)         any amounts received in respect of Yield Maintenance
Default Premiums.


 


Loan
Specific Available Funds will not include any amounts allocable to the Pooled Trust Notes or the Companion Loans under the Co-Lender
Agreement.


 


“Loan
Specific Certificates”: The Class PR-1, Class PR-2, Class SQ-1, Class SQ-2 and Class SQ-3 Certificates.


 


“Loan
Specific Realized Losses”: As defined in Section 4.01(e).


 


“Lock
Box Account”: With respect to any Mortgaged Property, if applicable, any lock box and related bank account created pursuant
to any documents relating to a Mortgage Loan to receive income therefrom. Any Lock Box Account shall be beneficially owned for
federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with
the terms and provisions of the related Mortgage Loan and Section 3.07. The Servicer shall be permitted to make withdrawals
therefrom, to the extent not inconsistent with the terms of the related Mortgage Loan, for deposit into the related Cash Collateral
Accounts, if any, or to make payments due under such Mortgage Loan, or as is otherwise provided in the related Mortgage Loan Documents.


 






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“Lock
Box Agreement”: With respect to any Mortgage Loan, the lock box agreement, if any, between the Mortgage Loan Seller
and the Borrower, pursuant to which the related Lock Box Account, if any, may have been established.


 


“Lower-Tier
Distribution Account”: A trust account or sub-account created and maintained as a separate trust account or a sub-account
of a separate trust account by the Certificate Administrator pursuant to Section 3.05(d), which shall be entitled,
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of the Trustee and the Holders of
J.P. Morgan Commercial Mortgage Securities Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series 2015-WPG,
Lower-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account.


 


“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
to this Agreement, 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 preceding Distribution Date (after giving effect to distribution of principal
and allocation of Realized Losses to such Class of Related Certificates on such Distribution Date).


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans, collections thereon and the
Trust’s interest in any REO Property acquired in respect thereof and related amounts held from time to time in the Collection
Account, the Lower-Tier Distribution Account, the Interest Reserve Account and the REO Account.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Any of the following:


 


                                (i)           any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of Mortgaged Properties securing such of the Mortgage Loans or related Companion Loans as come into and continue in default;


 


                                (ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
or related Companion Loans or any extension of the Maturity Date of such Mortgage Loan or related Companion Loans;


 


                                (iii)         any
sale of a defaulted Whole Loan or REO Property for less than the applicable Purchase Price;


 


                                (iv)         any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous
material located at an REO Property;


 






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                                (v)         
any release of collateral (excluding letters of credit) or any acceptance of substitute or additional collateral for a Mortgage
Loan or related Companion Loans or any consent to either of the foregoing, other than if required pursuant to the specific terms
of the related Mortgage Loan and for which there is no material lender discretion;


 


                                (vi)        
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or related
Companion Loans or any consent to such a waiver or consent to a transfer of the related Mortgaged Property or interests in the
related Borrower or consent to the incurrence of additional debt;


 


                                (vii)        any property management company changes or franchise
changes with respect to a Mortgage Loan (for which the applicable lender is required to consent or approve under the related Mortgage
Loan Documents);


 


                                (viii)       releases
of any Escrow Accounts, Reserve Accounts or letters of credit held as performance escrows or reserves, other than those required
pursuant to the


 


specific terms of the related Mortgage Loan or related Companion Loans and for which there is no material lender
discretion;


 


                                (ix)          any
acceptance of an assumption agreement releasing a Borrower from liability under a Mortgage Loan or related Companion Loans other
than pursuant to the specific terms of such Mortgage Loan and for which there is no material lender discretion; 


 


                                (x)           any
determination of an Acceptable Insurance Default; or


 


                                (xi)          any determination by the applicable Special
Servicer to transfer a Mortgage Loan or related Companion Loans to applicable Special Servicer based on an imminent default.


 


provided,
that in the event that a Servicer or the applicable Special Servicer determines that immediate action is necessary to protect
the interests of the Certificateholders (as if they constituted a single lender), the Servicer or such Special Servicer, as the
case may be, may take any such action without waiting for the related Directing Certificateholder’s response. The applicable
Special Servicer shall not be required to obtain the consent of the related Directing Certificateholder for any of the foregoing
actions upon the occurrence and during the continuance of a Control Event with respect to the related Mortgage Loan; provided,
however, that after the occurrence and continuance of a Control Event with respect to the related Mortgage Loan, but prior
to the occurrence of a Consultation Termination Event with respect to such Mortgage Loan, the applicable Special Servicer will
not be required to obtain the consent of the related Directing Certificateholder but will be required to consult on a non-binding
basis with the related Directing Certificateholder in connection with any proposed action described above, only in respect of
each proposed action in clauses (i) through (xi) above and such other matters that are subject to consent, approval, direction
or consultation rights of the related Directing Certificateholder prior to the occurrence of a Consultation Termination Event.


 


In
addition, unless a Control Event has occurred and is continuing, a Directing Certificateholder may direct the applicable Special
Servicer to take, or to refrain from taking,


 






    	-40-



    	 



    

 


other actions with respect to such Directing Certificateholder’s related Mortgage
Loan, as such Directing Certificateholder may reasonably deem advisable; provided that neither the Servicer nor the applicable
Special Servicer will be required to take or refrain from taking any action pursuant to instructions or objections from such Directing
Certificateholder that would cause it to violate applicable law, the related Mortgage Loan documents, the Pooling and Servicing
Agreement, including Accepted Servicing Practices, or the REMIC provisions.


 


“Management
Agreement”: With respect to any Mortgage Loan, the Management Agreement, if any, by and between the Manager and the
related Borrower, or any successor Management Agreement between such parties.


 


“Majority
Controlling Class Certificateholders”: With respect to the Controlling Class, the Holder(s) of Certificates representing
more than fifty percent (50%) of such Controlling Class, by Certificate Balance, as determined by the Certificate Registrar.


 


“Manager”:
With respect to any Mortgage Loan, any property manager for the related Mortgaged Properties.


 


“Maturity
Date”: With respect to each Whole Loan, the maturity date as set forth on the Mortgage Loan Schedule.


 


“Modification
Fees”: With respect to any Whole Loan, any and all fees with respect to a modification, extension, waiver or amendment
that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to
by the Servicer or the applicable Special Servicer (other than all assumption fees, assumption application fees, defeasance fees
(if any), consent fees, Special Servicing Fees, Liquidation Fees or Workout Fees). With respect to each of the Servicer and the
applicable Special Servicer, the Modification Fees collected and earned by such Person from the related Borrower (taken in the
aggregate with any other Modification Fees collected and earned by such Person from the related Borrower) will be subject to a
cap of $2,000,000 each with respect to any Mortgage Loan.


 


“Modification
Loss”: A decrease in the Principal Balance of a Mortgage Loan as a result of a modification thereof in accordance with
the terms hereof.


 


“Monthly
Advance”: Any advance of interest and/or principal made in respect of any Mortgage Loan by the Servicer or the Trustee
pursuant to Section 4.07.


 


 “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 Servicer and the Special Servicers 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


 






    	-41-



    	 



    

 


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


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority security interest in a Mortgaged Property
securing a Mortgage Loan.


 


“Mortgage
Event of Default”: An Event of Default under a Mortgage Loan as defined in the related Mortgage Loan Documents.


 


“Mortgage
File”: With respect to any Mortgage Loan, the mortgage documents listed in Section 2.01(b)(i) through (xxi)
pertaining to such particular Mortgage Loan and any other additional documents required to be added to such Mortgage File
pursuant to the express provisions of this Agreement.


 


“Mortgage
Loan”: Each of the loan assets that has been transferred and assigned to the Trustee pursuant to Section 2.01
and is from time to time held in the Trust Fund, which assets are comprised of the Mortgage Loans originally so transferred,
assigned and held, and the related Mortgage Loan as identified on the Mortgage Loan Schedule as of the Closing Date, together
with all security applicable thereto and all equity or cash flow components and similar interests derived therefrom. Such term
shall include any REO Mortgage Loan or Specially Serviced Mortgage Loan.


 


“Mortgage
Loan Interest Accrual Period”: With respect to each Mortgage Loan and the related Companion Loans and each related Payment
Date, the interest accrual period during which interest accrues for such Payment Date, as defined in the related Mortgage Loan
Documents.


 


“Mortgage
Loan Documents”: With respect to any Mortgage Loan, the documents executed or delivered in connection with the origination
of such Mortgage Loan or subsequently added to the related Mortgage File or required to be added pursuant to the terms hereof
or thereof.


 


“Mortgage
Loan Purchase Agreement”: As defined in the Preliminary Statement.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached as Exhibit B,
which list shall set forth the following information with respect to each Mortgage Loan:


 


                                (i)           the Mortgage Loan Seller and the Loan Number of the
related Mortgage Loan;


 


                                (ii)          the property name, type, city and state where each
related Mortgaged Property is located;


 


                                (iii)         the Mortgage Rate of the related Mortgage Loan;


 






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                                (iv)         the Maturity Date of the related Mortgage Loan, whether
there are any extensions beyond the Maturity Date and the terms of such extensions;


 


                                (v)          the nature of the interest in the Mortgaged Property
(e.g., fee/leasehold);


 


                                (vi)         the name of the original Borrower;


 


                                (vii)        the origination date of the Mortgage Loan; and


 


                                (viii)       whether or not such Mortgage Loan has a related
letter of credit.


 


“Mortgage
Loan Seller”: Each of (i) JPMCB and its successors in interest and (ii) GACC and its successors in interest.


 


“Mortgage
Rate”: The per annum rate at which interest accrues on each Mortgage Loan, in the absence of a default, as set
forth on the Mortgage Loan Schedule. For purposes of determining the Pass-Through Rates of the Regular Certificates, any adjustments
to a Mortgage Rate or Net Mortgage Rate due to any modification of the related Mortgage Loan after the date hereof (including
any change in interest rate in connection with a bankruptcy of the related Borrower) shall be ignored.


 


“Mortgaged
Property”: The underlying property securing a Mortgage Loan (and the related Companion Loan), including any REO Property,
consisting of a fee simple estate, and, with respect to certain Mortgage Loans, a leasehold estate or both a leasehold estate
and fee estate, or a leasehold estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land
improved by a commercial or multi-family property, together with any personal property, fixtures, leases and other property or
rights pertaining thereto.


 


“Net
Condemnation Proceeds”: Condemnation Proceeds, to the extent such Condemnation Proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Mortgage
or Note or other documents included in the Mortgage File or in accordance with Accepted Servicing Practices. Such proceeds will
be apportioned between the Mortgage Loan and the related Companion Loans pursuant to the allocations set forth in the related
Co-Lender Agreement.


 


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the related Borrower in accordance with the express requirements of the Mortgage or
Note or other documents included in the Mortgage File or in accordance with the Accepted Servicing Practices. Such proceeds will
be apportioned between the Mortgage Loan and the related Companion Loans pursuant to the allocations set forth in the related
Co-Lender Agreement.


 


“Net
Liquidation Proceeds”: (i) Amounts received by the Servicer or the related Special Servicer in connection with
the liquidation of a Whole Loan or the receipt by the Servicer or the related Special Servicer of Liquidation Proceeds and other
payments and recoveries (including proceeds of a final sale) from the sale or other disposition of REO Property, whether through
judicial foreclosure, sale or otherwise, including payments in


 






    	-43-



    	 



    




 


connection
with such Whole Loan received from the related Borrower or otherwise (other than amounts required to be paid to the related Borrower
pursuant to the terms of the applicable Mortgage or otherwise pursuant to law), minus (ii) expenses incurred by the Certificate
Administrator, the Trustee, the Servicer or the related Special Servicer in connection with the enforcement and liquidation of
any Whole Loan or related REO Property (including, without limitation, legal fees and expenses, committee or referee fees, appraisal
fees, property manager fees, environmental site assessment fees, and, if applicable, brokerage commissions and conveyance taxes)
and any Liquidation Fee for such Whole Loan, and minus (iii) any Servicing Advances (including Advance Interest payable to
the Servicer or the Trustee on outstanding Advances) with respect to the related Whole Loan or REO Property not included in (ii)
above. Such proceeds will be apportioned between the Mortgage Loan and the related Companion Loans pursuant to the allocations
set forth in the related Co-Lender Agreement..


 


“Net
Mortgage Rate”: For each Mortgage Loan means, with respect to any Distribution Date, the annualized rate at which interest
would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order
to produce the aggregate amount of interest (net of interest at the Administrative Cost Rate and exclusive of Default Interest)
actually accrued on such Mortgage Loan during the related Mortgage Loan Interest Accrual Period; provided, however,
that 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 will be determined without regard to any modification, waiver or amendment of the terms of such
Mortgage Loan, whether agreed to by the Servicer, the applicable Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the related Borrower, or otherwise; provided, further, however, that (i) the
Net Mortgage Rate for the Mortgage Loan Interest Accrual Period preceding the Payment Dates in (a) January and February in each
year that is not a leap year or (b) in February only in each year that is a leap year (unless the related Distribution Date is
the final Distribution Date), will be the annualized rate at which interest would have to accrue on the basis of a 360-day year
consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of interest at the Administrative
Cost Rate and exclusive of Default Interest) actually accrued on such Mortgage Loan during such Mortgage Loan Interest Accrual
Period, minus the applicable Withheld Amount and (ii) the Net Mortgage Rate for the Mortgage Loan Interest Accrual Period preceding
the Payment Date in March (or February, if the related Distribution Date is the final Distribution Date), will be the annualized
rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest (net of interest at the Administrative Cost Rate and exclusive of Default Interest) actually
accrued on such Mortgage Loan during such Mortgage Loan Interest Accrual Period, plus the applicable Withheld Amounts.


 


“Net
REO Income”: With respect to any REO Property, all REO Income received in connection with such REO Property, less any
operating expenses, including, but not limited to, utilities, real estate taxes, management fees, insurance premiums, expenses
for maintenance and repairs and any other capital expenses directly related to such REO Property and permitted to be paid therefrom
pursuant to Section 3.18(b), and after satisfaction of all Liquidation Expenses incurred to date.


 






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“Net
WAC Rate”: With respect to any Distribution Date and the Mortgage Loans, as applicable, is the weighted average of the
Net Mortgage Rates for each Pooled Mortgage Loan, as of the first day of the related Mortgage Loan Interest Accrual Period (weighted
on the basis of their respective Principal Balances on such day).


 


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


 


“Non-Trust
Note”: As defined in the Preliminary Statement.


 


“Non-U.S.
Person”: A person that is not a U.S. Person.


 


“Nonrecoverable
Advance”: Any portion of an Advance proposed to be made or previously made that has not been previously reimbursed to
the Servicer or the Trustee, as applicable, and that, in the sole discretion of the Servicer or the Trustee, as applicable, in
each case, with respect to the Servicer in accordance with Accepted Servicing Practices and with respect to the Trustee, in its
good faith judgment will not or, in the case of a proposed Advance, would not, be ultimately recoverable from late payments, Net
Insurance Proceeds, Net Condemnation Proceeds, Liquidation Proceeds, REO Income and other collections on or in respect of the
related Mortgage Loan. The Servicer or the Trustee, as applicable shall consider Unliquidated Advances in respect of prior Advances
for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Advances. The judgment or
determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that
any proposed Advance, if made, would constitute a Nonrecoverable Advance shall be evidenced, in the case of the Servicer, by a
certificate of a Servicing Officer thereof delivered to the Trustee, the Depositor and the 17g-5 Information Provider, and if
not the same, the Servicer or the applicable Special Servicer, as applicable, and, in the case of the Trustee, by a certificate
of a Responsible Officer of the Trustee delivered to the Depositor and the Rating Agencies and if not the same, the Servicer or
the applicable Special Servicer, as applicable, that sets forth such judgment or determination and the procedures and considerations
of the Servicer, the applicable Special Servicer or the Trustee, as applicable, forming the basis of such determination (including,
but not limited to, information selected by the Person making such judgment or determination in its reasonable business judgment
as described above, such as related income and expense statements, rent rolls, occupancy status, property inspections, Servicer,
Special Servicer or Trustee inquiries, third party engineering and environmental reports, and an Appraisal thereof conducted within
the past six months); provided, however, that the applicable Special Servicer may, at its option make a determination
in accordance with Accepted Servicing Practices, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable
Servicing Advance and shall deliver to the Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider
notice of such determination. Notwithstanding the above, the Trustee shall be entitled to conclusively rely upon any determination
by the Servicer or the applicable Special Servicer, as the case may be, that any Advance previously made is a Nonrecoverable Advance
or that any proposed Advance would, if made, constitute a Nonrecoverable Advance and the Servicer shall be entitled to conclusively
rely upon any determination by the applicable Special Servicer that any Advance previously made is a Nonrecoverable Advance or
that any proposed Advance would, if made, constitute a


 






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Nonrecoverable
Advance (but this statement shall not be construed to entitle the applicable Special Servicer to reverse any determination that
may have been made by the Servicer or the Trustee or to prohibit the Servicer or the Trustee from making a determination, that
any Advance constitutes or would constitute a Nonrecoverable Advance). Any request by the applicable Special Servicer that the
Servicer advance a Servicing Advance shall be deemed to be a determination by such Special Servicer that such requested Servicing
Advance is not a Nonrecoverable Advance, and the Servicer (and the Trustee, if applicable) shall be entitled to rely on such determination,
provided that such determination shall not be binding upon the Servicer and the Trustee, if applicable.


 


In
making such nonrecoverability determination, the Servicer, the applicable Special Servicer or Trustee, as applicable, will
be entitled (a) to consider (among other things) (i) the obligations of each Borrower under the terms of the
related Mortgage Loan (and related Companion Loan, as applicable), as it may have been modified and (ii) the related
Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such
party’s assumptions (consistent with the Accepted Servicing Practices in the case of the Servicer or the applicable
Special Servicer or in its good faith 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 Accepted Servicing Practices in
the case of the Servicer and the applicable Special Servicer or in its good faith 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 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 an 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 (and related
Companion Loans, as applicable) which, at the time of such consideration, the reimbursement of which is being deferred or
delayed by the 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 (and related Companion Loan, as applicable) are a source of reimbursement
not only for the 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 Accepted Servicing Practices, in the case of the Servicer or
in its good faith judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon
request, from the applicable Special Servicer any reasonably required analysis, Appraisals or market value estimates or other
information in the applicable Special Servicer’s possession for making a recoverability determination. Absent bad
faith, the Servicer’s, the applicable Special Servicer’s or the Trustee’s determination as to the
recoverability of any Advance shall be conclusive and binding on the Certificateholders. The determination by the Servicer,
the applicable Special Servicer or the Trustee, as applicable, that the Servicer or the Trustee, as applicable, has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a


 






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Nonrecoverable
Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either the applicable Special Servicer or the Servicer to the other and to the Trustee, the Certificate Administrator, the
Depositor, or by the Trustee to the Depositor, the Servicer, the applicable Special Servicer and the Certificate Administrator.
The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Servicer,
the applicable 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 Servicer, the applicable Special Servicer or the Trustee, as applicable, to make such determination and shall include
any existing Appraisal of the related Mortgage Loan or Mortgaged Property). The Trustee shall be entitled to conclusively rely
on the Servicer’s or applicable Special Servicer’s determination that an Advance is or would be nonrecoverable, and
the Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s determination that an Advance is
or would be nonrecoverable.


 


“Note”:
With respect to any Mortgage Loan as of any date of determination, the note or other evidence of indebtedness and/or agreements
evidencing the indebtedness of a Borrower under such Mortgage Loan, including any amendments or modifications, or any renewal
or substitution notes, as of such date.


 


“Noteholder”:
With respect to each Mortgage Loan, the owner of the related Note.


  


“Notice
of Termination”: Any of the notices given to the Certificate Administrator and the Trustee pursuant to Section 10.01(b).


 


“Notional
Amount”: With respect to the Class X Certificates, the aggregate of the Certificate Balances of the Class A, Class
B and Class C Certificates.


 


“NRSRO”:
Any nationally recognized statistical ratings organization, including the Rating Agencies.


 


“NRSRO
Certification”: A certification substantially in the form of Exhibit L-3 that may be provided in hard form
or electronically by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in
favor of the 17g-5 Information Provider stating that such certifying party is a Rating Agency or that such certifying party is
an NRSRO that has provided the Depositor with the appropriate certifications under Rule 17g-5(e), has access to the Depositor’s
17g-5 website and will keep any information obtained from the Certificate Administrator’s and 17g-5 Information Provider’s
Website confidential.


 


“Offering
Circular”: The Offering Circular, dated July 9, 2015 for the Certificates.


 


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice
President (however denominated), any Responsible Officer or Servicing Officer customarily performing functions similar to those
performed by any of the above designated officers and also with respect to a particular matter, any other officer to whom such
matter is referred because of such officer’s knowledge of and


 






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familiarity
with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Certificate Administrator,
the Trustee or the Servicer, as the case may be.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, a Special Servicer
or the Servicer, as the case may be, acceptable to the Trustee and the Certificate Administrator, except that any opinion of counsel
relating to (a) qualification of either Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any
income or property of any such REMIC, (b) compliance with the REMIC Provisions (including application of the definition of
“Independent Contractor”) or (c) a resignation of the Servicer pursuant to Section 6.04, must
be an opinion of counsel who is Independent of the Depositor and the Servicer.


 


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


 


“Original
Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier
Principal Amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement to this Agreement.


 


“Original
Notional Amount”: With respect to the Class X Certificates, the initial aggregate notional amount thereof as of the
Closing Date, as specified in the Preliminary Statement.


  


“Other
Depositor”: With respect to any Other Securitization Trust, the related “depositor” (within the meaning
of Item 1101(e) of Regulation AB).


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related
Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K
with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect
to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and for the purposes of
Sections 12.07, 12.08, 12.09 and 12.16 only, the trustee, certificate administrator, master servicer,
special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation
and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this
Agreement.


 


“Other
Pooling and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation
of any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.


 


“Other
Securitization Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds
a Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.


 






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“Pass-Through
Rate”: With respect to (i) the Class A Certificates, the Class A Pass-Through Rate; (ii)  the Class X
Certificates, the Class X Pass-Through Rate; (iii) the Class B Certificates, the Class B Pass-Through Rate;
(iv) the Class C Certificates, the Class C Pass-Through Rate; (v)  the Class LA, Class LB and Class LC Uncertificated
Interests, the Net WAC Rate; (vi) the Class PR-1 Certificates and the Class LPR-1 Uncertificated Interest, the Class PR-1
Pass-Through Rate; (vii) the Class PR-2 Certificates and the Class LPR-2 Uncertificated Interest, the Class PR-2
Pass-Through Rate; (viii) the Class SQ-1 Certificates and the Class SQ-1 Uncertificated Interest, the Class SQ-1
Pass-Through Rate; (ix) the Class SQ-2 Certificates and the Class LSQ-2 Uncertificated Interest, the Class SQ-2
Pass-Through Rate and (x) the Class SQ-3 Certificates and the Class LSQ-3 Uncertificated Interest, the Class SQ-3
Pass-Through Rate at which, in each case, interest accrues on the Certificate Balance, Notional Balance or Lower-Tier Principal
Amount, as applicable, of such Class as set forth in the Preliminary Statement to this Agreement.


 


“Payment
Date”: With respect to a Mortgage Loan, the date on which a Scheduled Monthly Payment or Balloon Payment is due, or
an Assumed Scheduled Monthly Payment is deemed due and payable, as the case may be, and with respect to any REO Mortgage Loan,
the day of each month set forth in the related Note or Loan Agreement on which a Scheduled Monthly Payment would be due and payable
under such Note or Loan Agreement or an Assumed Scheduled Monthly Payment is deemed due and payable, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Pearlridge
A Notes”: As defined in the Preliminary Statement.


  


“Pearlridge
Co-Lender Agreement”: As defined in the Preliminary Statement.


 


“Pearlridge
Companion Loans”: As defined in the Preliminary Statement.


 


“Pearlridge
Loan Agreement”: As defined in the Preliminary Statement.


 


“Pearlridge
Loan Specific Certificates”: The Class PR-1 and Class PR-2 Certificates.


 


“Pearlridge
Mortgage Loan”: As defined in the Preliminary Statement.


 


“Pearlridge
Non-Trust Notes”: As defined in the Preliminary Statement.


 


“Pearlridge
Note A-1-C”: As defined in the Preliminary Statement.


 


“Pearlridge
Note A-1-S”: As defined in the Preliminary Statement.


 


“Pearlridge
Note A-2-C”: As defined in the Preliminary Statement.


 


“Pearlridge
Note A-2-S”: As defined in the Preliminary Statement.


 


“Pearlridge
Note B-1-S”: As defined in the Preliminary Statement.


 






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“Pearlridge
Note B-2-S”: As defined in the Preliminary Statement.


 


“Pearlridge
Note C-1-S”: As defined in the Preliminary Statement.


 


“Pearlridge
Note C-2-S”: As defined in the Preliminary Statement.


 


“Pearlridge
Special Servicer”: KeyBank National Association, a national banking association, or its successor in interest, or if
any successor special servicer is appointed as special servicer for the Pearlridge Mortgage Loan as herein provided in Section 3.25,
such successor.


 


“Pearlridge
Trust Notes”: As defined in the Preliminary Statement.


 


“Pearlridge
Trust A Notes”: As defined in the Preliminary Statement.


 


“Pearlridge
Trust B Notes”: As defined in the Preliminary Statement.


 


“Pearlridge
Trust C Notes”: As defined in the Preliminary Statement.


 


“Pearlridge
Whole Loan”: As defined in the Preliminary Statement.


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Certificate, the percentage interest is equal to the initial denomination of
such Certificate divided by the initial Certificate Balance or Notional Amount, as applicable, of such Class of Certificates.
With respect to the Class R Certificates, the Percentage Interest will be equal to the specific percentage set forth on such
Certificate.


 


“Performing
Party”: As defined in Section 12.12.


 


“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 whether issued by the Depositor, the Servicer, a Special Servicer, the Certificate Administrator,
the Trustee, 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, any agency or instrumentality of the United States of
America 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 by Moody’s to any
related Companion Loan Securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S.
Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development


  



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public
housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed
securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed
pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated
debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations (i) rated at least “A-1” by S&P,
if such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm”
by S&P, if such obligations mature in 365 days or less and (2)(A) if it has a term of thirty (30) days or less, the short-term
obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which
are rated at least “A2” by Moody’s, (B) if it has a term 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) if it has a term 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, and (D) if it has a term 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;


 


(ii)          federal
funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having
maturities of not more than 90 days of any commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia, (a) the short-term debt obligations of which are rated “A-1+” (or
the equivalent) by S&P and, if it has a term in excess of three months, the long-term debt obligations of which are rated
“AAA” (or the equivalent) by S&P, and that (1) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator) and (2) has Tier 1 capital (as defined in such
regulations) of not less than $1,000,000,000, (b) the short-term debt obligations of which are rated in the highest
short-term debt rating category of Morningstar (if then rated by Morningstar) and, if it has a term in excess of three
months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by Morningstar (if then rated
by Morningstar) (c) (1) 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 and (2) 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, or (d) if not rated by any such Rating Agency or Moody’s, otherwise acceptable to each Rating Agency and
Moody’s, and in any such case as confirmed in a Rating Agency Confirmation relating to the Certificates (or, in the case of Moody’s, a Companion Loan Rating Agency Confirmation relating to the Companion Loan
Securities);


 


(iii)         deposits
that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);


 






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(iv)         commercial
paper (a) rated “A–1+” (or the equivalent) by S&P and having a maturity of not more than 365 days, (b)
(1) if it has a term of thirty (30) days or less, the short-term obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s,
(2) if it has a term 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, (3) if it has a term 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, and (4) if it has a term 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 and (c) which is rated in the highest rating
category of Morningstar (if then rated by Morningstar); or if not so rated by any such Rating Agencies or Moody’s, otherwise
acceptable to each Rating Agency and Moody’s, and in any such case as confirmed in a Rating Agency Confirmation relating to the
Certificates (or, in the case of Moody’s, a Companion Loan Rating Agency Confirmation relating to the Companion Loan
Securities);


 


(v)          any
money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred
to in clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating
obtainable from S&P, Moody’s and Morningstar (if then rated by Morningstar);


 


(vi)         the
Wells Fargo Advantage Heritage Money Market Fund, so long as it is rated by S&P, Moody’s and Morningstar in its
highest money market fund ratings category;


 


(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 (or a Companion Loan Rating Agency Confirmation has been obtained from Moody’s if
its 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


 


(viii)       such
other investments as to which each Rating Agency and Moody’s shall have delivered a Rating Agency
Confirmation (or, in the case of Moody’s, a Companion Loan Rating Agency Confirmation);


 


provided,
however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators,
such as the (sf) subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment
qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall
have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any


 






    	-52-



    	 



    

 


such investment that
provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed
spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument
shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived from obligations
underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such instrument
may be redeemed at a price below the purchase price; and provided, further, however, that no amount beneficially
owned by either Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds)
treated as equity interests for federal income tax purposes, unless the Servicer receives an Opinion of Counsel, at its own expense,
to the effect that such investment will not adversely affect the REMIC status of either Trust REMIC. Permitted Investments that
are subject to prepayment or call may not be purchased at a price in excess of par. All investments shall mature or be redeemable
upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase and (y) the
Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted
Mezzanine Lender”: Each lender under the Permitted Mezzanine Loan.


 


“Permitted
Mezzanine Loan”: Provided no Mortgage Loan Event of Default has occurred and is continuing, upon not less than 30 days’
prior written notice to the Mortgage Lender which notice is revocable (provided that the Borrowers are required
to reimburse the Mortgage Lender for any reasonable out-of-pocket costs and expenses in connection with such revoked notice),
certain direct or indirect owners of the Borrowers (collectively, “Permitted Mezzanine Borrower”) are permitted
to obtain mezzanine financing, including a refinancing of such mezzanine financing.


 


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


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof or any other entity.


 


“Plan”:
As defined in Section 5.02(m).


 






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“Pooled
Available Funds”: For any Distribution Date and the Pooled Certificates shall be the sum of (i) all previously
undistributed Scheduled Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage
Loans (allocable to the Pooled Trust Notes including, but not limited to, allocable portions of Balloon Payments, Principal Prepayments,
Net Liquidation Proceeds, Net Insurance Proceeds, Net Condemnation Proceeds and Late Collections, but without duplication thereof)
received by the Servicer during the related Due Period an in each case to the extent allocable to the Pooled Trust Notes for the
Mortgage Loans, plus (ii) the proceeds of any repurchase of any Mortgage Loans (allocable to the Pooled Trust Notes) required
to be repurchased by the Mortgage Loan Sellers or any purchase or repayment made by the Mortgage Loan Sellers or a Special Servicer,
and received by the Servicer during the related Due Period in respect of the Mortgage Loans allocable to the Pooled Trust Notes,
plus (iii) all Monthly Advances made by the Servicer or the Trustee, as applicable, on the Mortgage Loans in respect of such
Distribution Date, plus (iv) amounts of Compensating Interest remitted by the Servicer to the Collection Account and allocable
to the Pooled Trust Notes in respect of Prepayment Interest Shortfalls allocable to the Pooled Trust Notes occurring during the
related Due Period, plus (v) if such Distribution Date is the Distribution Date occurring in March of each year (or February,
if such Distribution Date is the final Distribution Date), Withheld Amounts allocable to the Pooled Trust Notes to be withdrawn
from the Interest Reserve Account for such Distribution Date, minus (vi) an amount equal to the applicable Withheld Amount allocable
to the Pooled Trust Notes in the case of the February Distribution Date and any January Distribution Date occurring in a year
that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date),  and plus (vii)
all other collections or proceeds received by the Servicer for the Mortgage Loans during the related Due Period that are allocable
to the Pooled Trust Notes, other than collections allocable to principal and interest, with respect to the related Mortgage Loan
not otherwise payable to the Depositor or any of its Affiliates, the Servicer, a Special Servicer, the Certificate Administrator
or the Trustee, except (without duplication):


 


(i)          
all amounts permitted to be deducted from the Collection Account pursuant to Section 3.06 and Section 3.12;


 


(ii)         
all late fees, default interest, Modification Fees, consent fees, loan service transaction fees, demand fees, Assumption Fees,
and similar fees permitted to be retained by the Servicer or applicable Special Servicer pursuant to Section 3.12;


 


(iii)        
all amounts representing Scheduled Monthly Payments in respect of a Mortgage Loan due after the related Due Period; and


 


(iv)        
any amounts received in respect of Yield Maintenance Default Premiums.


 


Pooled
Available Funds will not include any amounts allocable to the Non-Pooled Trust Notes or the Companion Loans under the Co-Lender
Agreement.


 


“Pooled
Certificates”: The Pooled Senior Certificates and the Pooled Subordinate Certificates.


 






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“Pooled
Mortgage Loan”: With respect to each Mortgage Loan, the loan comprised of the related Pooled Trust Notes.


 


“Pooled
Principal Balance Certificates”: The Pooled Senior Certificates, other than the Class X Certificates, and the Pooled
Subordinate Certificates.


 


“Pooled
Senior Certificates”: The Class A Certificates and the Class X Certificates.


 


“Pooled
Subordinate Certificates”: The Class B Certificates and the Class C Certificates.


 


“Pooled
Trust Notes”: As defined in the Preliminary Statement.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage 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 after the related
Payment Date and prior to the following Determination Date, the amount of interest (net of the related Servicing Fees), to the
extent collected from the related Borrower (without regard to any Yield
Maintenance Default Premium actually collected), that would have accrued at a rate per annum equal to the sum of (x) the
related Net Mortgage Rate for such Mortgage Loan and (y) the Certificate Administrator Fee Rate on the amount of such Principal
Prepayment from and after such Payment Date and ending on the date of such prepayment.


 


“Prepayment
Interest Shortfall”: With respect to any Mortgage Loan that is not related to a Specially Serviced Mortgage Loan and
any Distribution Date, the amount of any shortfall in collections of interest resulting from a Principal Prepayment or any involuntary
payment of principal on such Mortgage Loan during the related Due Period and prior to the related Payment Date, which Principal
Prepayment is not accompanied by interest accrued for the period on or after such payment is made through the end of the related
Mortgage Loan Interest Accrual Period, in any case, to the extent allocated to the Mortgage Loan (or the related Companion Loan,
as the case may be).


 


“Principal
Balance”: With respect to any Mortgage Loan, including, without limitation, an REO Mortgage Loan, at any date of determination,
the principal balance of such Mortgage Loan outstanding as of the Closing Date, and with respect to any REO Property, the principal
balance of the related Mortgage Loan as of the Closing Date, minus the sum of (i) all related payments, Net Insurance
Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and Net REO Income, in each case if any, to the extent identified
and applied by the Servicer as recoveries of principal of such Mortgage Loan in accordance with the provisions of this Agreement
through the date of determination, and (ii) any Bankruptcy Loss or Modification Loss on such Mortgage Loan that occurs on
or prior to the date of determination. The Principal Balance of a Specially Serviced Mortgage Loan or REO Mortgage Loan with respect
to which the applicable Special Servicer has made a Final Recovery Determination is zero (provided that all the Net Liquidation
Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds from such Specially Serviced Mortgage Loan have been distributed
in accordance with Section 4.01). The Principal Balance of any Mortgage Loan that was repurchased from the Trust Fund
in


 






    	-55-



    	 



    

 


connection
with a material breach of a representation or warranty pursuant to Section 2.03 or pursuant to the Mortgage Loan Purchase
Agreement or with respect to any Mortgage Loan that was purchased from the Trust Fund pursuant to Section 2.02 or
Section 3.19 is zero (provided that the purchase price thereof has been distributed in accordance with Section 4.01).
With respect to each Mortgage Loan, for the purposes of calculating Realized Losses with respect to the Regular Certificates pursuant
to the second sentence of the definition of Realized Loss, the Principal Balance of a Mortgage Loan shall not be reduced by the
amount of any principal collections on the Mortgage Loan applied to the payment of Workout Delayed Reimbursement Amounts pursuant
to Section 3.06(b) unless the related Unliquidated Advance is determined to be a Nonrecoverable Advance.


 


“Principal
Balance Certificates”: The Certificates, other than the Class X Certificates and Class R Certificates.


 


“Principal
Distribution Amount”: With respect to (i) any Pooled Mortgage Loan, for any Distribution Date, is equal to the sum of
(a) all payments of principal, including the Balloon Payment and any voluntary Principal Prepayment, received on the related
Mortgage Loan and allocable to the Pooled Trust Notes for such Mortgage Loan during the related Due Period or advanced with respect
to such Due Period; (b) the portion of any Net Liquidation Proceeds,
Net Insurance Proceeds and Net Condemnation Proceeds allocable to principal of the related Mortgage Loan and allocable to the
Pooled Trust Notes for such Mortgage Loan received during the related Due Period or advanced with respect to such Due Period;
and (c) to the extent not included in the preceding clauses (a) and (b) above, any other full or partial recoveries allocable
to principal of the Pooled Trust Notes for the related Mortgage Loan, including Net REO Income, received during the related Due
Period. and (ii) any Non-Pooled Trust Note for any Distribution Date, is equal to the sum of (a) all payments of principal, including
the Balloon Payment and any voluntary Principal Prepayment, received on the related Mortgage Loan and allocable to the Non-Pooled
Trust Notes for such Mortgage Loan during the related Due Period, or advanced with respect to such Due Period; (b) the portion
of any Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds allocable to principal of the related Mortgage
Loan and allocable to the Non-Pooled Trust Notes for such Mortgage Loan received during the related Due Period or advanced with
respect to such Due Period; and (c) to the extent not included in the preceding clauses (a) and (b) above, any other full or partial
recoveries allocable to principal of the Non-Pooled Trust Notes for the related Mortgage Loan, including Net REO Income, received
during the related Due Period.


 


“Principal
Prepayment”: With respect to any Mortgage Loan (or any Companion Loan, as the case may be), any payment of principal
by a Borrower that is received or recovered in advance of its scheduled Maturity Date and applied to reduce the Principal Balance
of such Mortgage Loan (or Companion Loan, as applicable) in advance of its scheduled Maturity Date, such principal payments to
be apportioned between the Mortgage Loan and the related Companion Loans pursuant to the allocations set forth in the related
Co-Lender Agreements.


 


“Privileged
Information”: Any (i)  strategically sensitive information that the applicable Special Servicer has reasonably
determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or
other interested party


 






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and
(ii) information subject to attorney-client privilege (and clearly and prominently identified as such).


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, a Special Servicer, the Trustee, the
Certificate Administrator and any Person who provides the Certificate Administrator with an Investor Certification substantially
in the form of Exhibit L-1 (for Non-Borrower Affiliates) or Exhibit L-2 (for Borrower
Affiliates) hereto, as applicable, or an NRSRO Certification, which Investor Certification and NRSRO Certification may
be submitted electronically via the Certificate Administrator’s Website. Any Privileged Person that provides the certificate
set forth in the form of Exhibit L-2 shall not be entitled to any information under this Agreement, and will not be
deemed a Privileged Person for the purpose of obtaining information from the Certificate Administrator, the Servicer or the Special
Servicers, except with respect to the Distribution Date Statement.


 


“Property
Protection Expenses”: All customary and reasonable out of pocket costs and expenses incurred by the Servicer or a Special
Servicer in the performance of its respective servicing obligations, including, but not limited, to the costs and expenses incurred
in connection with (i) the preservation, restoration, operation and protection of the Mortgaged Properties which, in the Servicer’s
sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate or material
loss to the Trust Fund’s interest in the Mortgaged Properties, (ii) the payment of (A) real estate taxes, assessments, ground
rents and governmental charges that may be levied or assessed against any Borrower or the Mortgaged Properties or revenues therefrom
or which become liens on such Mortgaged Properties, (B) ground lease rents or other amounts due under any ground lease, (C) insurance
premiums and (D) the out of pocket costs and expenses of the Servicer or the applicable Special Servicer, as applicable (including,
without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the applicable Borrower that are
incurred in connection with a sale of a Mortgage Loan, the negotiation of a workout of a Mortgage Loan, an assumption of a Mortgage
Loan or a release of a Mortgaged Property from the lien of a Mortgage, (iii) any enforcement or judicial proceedings, including
foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third
party experts, including Appraisers, environmental and engineering consultants, (iv) the management, operation and liquidation
of a Mortgaged Property if such Mortgaged Property is acquired by the Trust or (v) otherwise indicated herein as being a cost
or expense of the Trust Fund to be advanced by the Servicer or the Trustee, as applicable, and that are “unanticipated,”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Property Protection Expenses shall not include allocable
overhead of the Servicer or the applicable 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.


 


“Purchase
Price”: With respect to any Mortgage Loan (or REO Mortgage Loan) to be purchased pursuant to Section 3.19,
a price, without duplication, equal to:


 


(i)           the
outstanding principal balance of such Whole Loan, as applicable, (or related REO Mortgage Loan) as of the date of purchase; plus


 






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(ii)         all
accrued and unpaid interest on such Whole Loan, as applicable, (or the related REO Mortgage Loan at the related Mortgage Rate
in effect from time to time (exclusive of Default Interest) to but not including the Payment Date immediately preceding the Determination
Date for the related Distribution Date in which such Purchase Price is included in the Available Funds; plus


 


(iii)        all
related Administrative Advances and Servicing Advances that are unreimbursed out of collections from the related Whole Loan, as
applicable, and accrued and unpaid Advance Interest Amounts on all related Advances at the Advance Interest Rate, and any Servicing
Fees, Special Servicing Fees whether paid or then owing allocable to such Mortgage Loan and all Additional Trust Fund Expenses
in respect of such Whole Loan (or REO Mortgage Loan); plus


 


(iv)         Liquidation
Fees, if any, payable with respect to such Whole Loan.


 


With
respect to any REO Property to be sold pursuant to Section 3.19(b), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related REO Mortgage Loan.


 


“Qualified
Bidder”: As defined in Section 7.01(e).


 


“Qualified
Institutional Buyer”: A qualified institutional buyer within the meaning of Rule 144A.


 


“Qualified
Insurer”: As used in Section 3.08, (i) with respect to a fire and extended perils insurance policy,
an insurer with an insurance financial strength rating of “A” or better by S&P and the equivalent rating
by Morningstar (or if not rated by Morningstar, at least an equivalent rating as that listed above by one other NSRO, or “A-VIII”
or better by A.M. Best Company), (ii) in the case of public liability insurance policies required to be maintained with respect
to REO Properties in accordance with Section 3.08(a), an insurance financial strength rating of “A” or
better by S&P and the equivalent rating by Morningstar (or if not rated by Morningstar, at least an equivalent rating as that
listed above by one other NSRO, or “A-VIII” or better by A.M. Best Company) (iii) in the case of the fidelity
bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c), a claims paying
ability of at least (a) “A-” by S&P (or, if such company is not rated by S&P, is rated at least its equivalent
by one other nationally recognized statistical rating agency), (b) “A3” by Moody’s, (c) “A(low)”
by DBRS (or, if such company not rated by DBRS, is rated at least its equivalent by at least two other nationally recognized statistical
rating agencies, which may include S&P and Morningstar), (d) “A-“ by Fitch or (e) “A-:X” by A.M. Best,
or any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


“Qualified
Replacement Servicer”: A successor servicer that for a master servicer that (i) in the case of S&P, such servicer
is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer, and (ii) in the case of Morningstar,
such replacement servicer (a) is acting as servicer in a commercial mortgage loan securitization that was rated by a Rating
Agency within a twelve (12) month period prior to the date of determination and (b) Morningstar has not qualified, downgraded
or withdrawn the then-current rating or ratings of one or more


 






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classes
of certificates citing servicing concerns with the servicer as the sole or material factor in such rating action.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) in the case of S&P, such special servicer
is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (ii) in the case of Morningstar,
such replacement special servicer (a) is acting as special servicer in a commercial mortgage loan securitization that was rated
by a Rating Agency within a twelve (12) month period prior to the date of determination and (b) Morningstar has not qualified,
downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns with
the special servicer as the sole or material factor in such rating action.


 


“Rated
Final Distribution Date”: With respect to each Class of Regular Certificates, the Distribution Date occurring in June
2035.


 


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


 


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


 


“Real
Property”: Land or improvements thereon such as buildings or other inherently permanent structures thereon (including
items that are structural components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.


 


“Realized
Loss”: With respect to any Mortgage Loan and any Distribution Date, the amount, if any, by which the aggregate Principal
Balance of the Mortgage Loan, after giving effect to distributions thereon made with respect to such Distribution Date, exceeds
the Principal Balance of such Mortgage Loan after giving effect to any payments or collections of principal received on such Mortgage
Loan during the related Due Period and any Modification Loss or Bankruptcy Loss to such Mortgage Loan that occurred during such
Due Period. With respect to the Principal Balance Certificates and any Distribution Date, the amount, if any, by which the aggregate
Certificate Balance of the Principal Balance Certificates, after giving effect to distributions thereon made on such Distribution
Date, exceeds the aggregate Principal Balance of the Mortgage Loans, after giving effect to any distributions of principal received
on such Mortgage Loans on such Distribution Date pursuant to Section 4.01(b)-(c).


 






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“Reassignment
of Assignment of Leases”: As defined in Section 2.01(b)(vii).


 


“Record
Date”: For each Distribution Date, the close of business on the last Business Day of the Interest Accrual Period relating
to the month in which such Distribution Date occurs.


 


“Recovered
Amount”: As defined in Section 1.04(c).


 


“Regular
Certificates”: Collectively, the Pooled Certificates and the Loan Specific Certificates.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities
and Exchange Commission in any adopting release or by the staff of the Securities and Exchange Commission, or as may be provided
by the Securities and Exchange Commission or its staff from time to time, in each case, as effective from time to time as of the
compliance dates specified therein.


 


“Regulation D”:
Regulation D under the Securities Act.


  


“Regulation S”:
Regulation S under the Securities Act.


 


“Regulation S
Global Certificate”: A global certificate representing interests in a Class of Regular Certificates as provided and
defined in Section 5.04(a), initially sold in offshore transactions in reliance on Regulation S in fully registered
form without interest coupons.


 


“Rehabilitated
Mortgage Loan”: Any Whole Loan that was once a Specially Serviced Whole Loan, but, in accordance with its original terms
or as modified in accordance with this Agreement, becomes performing for at least 3 consecutive Scheduled Monthly Payments (provided
that no additional event of default is foreseeable in the reasonable judgment of the applicable Special Servicer and no other
event or circumstance exists that causes such Whole Loan to otherwise constitute a Specially Serviced Whole Loan).


 


“Related
Certificates” and “Related Uncertificated Lower-Tier Interest”: For the following Classes of Uncertificated
Lower-Tier Interests, the related Class of Certificates set forth below and for the following Classes of Certificates, the related
Class of Uncertificated Lower-Tier Interest set forth below: 


	Related
    Certificates	Related
    Uncertificated Lower-Tier Interest
	Class A
    Certificates	Class LA
    Uncertificated Interest
	Class B
    Certificates	Class LB
    Uncertificated Interest
	Class C
    Certificates	Class LC
    Uncertificated Interest
	Class PR-1
    Certificates	Class LPR-1
    Uncertificated Interest



 






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	Class PR-2
    Certificates	Class LPR-2
    Uncertificated Interest
	Class SQ-1
    Certificates	Class LSQ-1
    Uncertificated Interest
	Class SQ-2
    Certificates	Class LSQ-2
    Uncertificated Interest
	Class SQ-3
    Certificates	Class LSQ-3
    Uncertificated Interest


 


“Release
Date”: The 40th day after the later of (i) commencement of the offering of the Regular Certificates and (ii) the
Closing Date.


 


“Relevant
Action”: As defined in Section 3.31(b).


 


“Relevant
Servicing Criteria” means the Servicing Criteria applicable to a specific party, as set forth on Exhibit M
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 Servicer or a Special Servicer, the term “Relevant Servicing
Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to such Servicer or such Special Servicer.


  


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits that appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations
(including any applicable proposed regulations) and rulings 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(c)(3)(A)
of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(i)          
except as provided in Section 856(d)(4) or (6) of the Code, any amount received or accrued, directly or indirectly, with
respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived
by any Person from such property (unless such amount is based on a fixed percentage or percentages of receipts or sales and otherwise
constitutes Rents from Real Property);


 


(ii)         
any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including
by attribution) a 10 percent or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and (d)(5)
of the Code;


 


(iii)        
any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such
REO Property;


 






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(iv)        
any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and


 


(v)         
rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such
REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or
accrued under, or in connection with, the lease.


 


“REO
Account”: As defined in Section 3.18(b).


 


“REO
Disposition”: The receipt by the Servicer or the applicable Special Servicer of Liquidation Proceeds and other payments
and recoveries (including proceeds of a final sale) from the sale or other disposition of REO Property.


 


“REO
Income”: With respect to any REO Property and the related REO Mortgage Loan, all revenues, proceeds and other income
received by the applicable Special Servicer with respect to such
REO Property or REO Mortgage Loan that do not constitute Liquidation Proceeds.


 


“REO
Mortgage Loan”: Any Mortgage Loan or a related Companion Loan as to which the related Mortgaged Property has become
an REO Property.


 


“REO
Property”: A Mortgaged Property to which title has been acquired on behalf of the Trust Fund through foreclosure, deed
in lieu of foreclosure or otherwise.


 


“Reportable
Event”: As defined in Section 12.06.


 


“Reporting
Servicer”: As defined in Section 12.08.


 


“Repurchase
Price”: An amount (a) with respect to a Mortgage Loan, (without duplication) generally equal to the sum of (i) the unpaid
principal balance of such Mortgage Loan, (ii) accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate (exclusive
of the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase
is to occur (or, in the case of a repurchase of a portion of a Mortgage Loan, an amount equal to the aggregate accrued and unpaid
interest at the Mortgage Rate (exclusive of the Default Rate) on the portion(s) of the amount in clause (i) being
reduced from the principal balance of such Mortgage Loan), (iii) unreimbursed Servicing Advances and Administrative Advances together
with Advance Interest thereon, (iv) an amount equal to all Advance Interest on outstanding Monthly Advances, (v) any unpaid Additional
Trust Fund Expenses and (vi) any other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer,
a Special Servicer, the Certificate Administrator or the Trustee arising out of the enforcement of the repurchase obligation,
and (b) with respect to any repurchase by a single Mortgage Loan Seller of such Mortgage Loan Seller’s individual Trust
Notes, with respect to each such Trust Note, an amount (without duplication) generally equal to the sum of (i) the unpaid principal
balance of such Trust Note, (ii) accrued and unpaid interest on such Trust Note


 






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at
the related Mortgage Rate (exclusive of the Default Rate) to and including the last day of the Mortgage Loan Interest Accrual
Period in which the repurchase is to occur, (iii) unreimbursed Servicing Advances and Administrative Advances (in each case, allocable
to such Trust Note pursuant to the Co-Lender Agreement) together with Advance Interest thereon, (iv) an amount equal to all Advance
Interest on outstanding Monthly Advances (allocable to such Trust Note pursuant to the Co-Lender Agreement), (v) any unpaid trust
expenses (allocable to such Trust Note pursuant to the Co-Lender Agreement), and (vi) any other out-of-pocket expenses reasonably
incurred or expected to be incurred by the Servicer, a Special Servicer, the Certificate Administrator or the Trustee arising
out of the enforcement of the repurchase obligation (allocable to such Trust Note). No Liquidation Fee shall be payable by the
Mortgage Loan Seller in connection with a repurchase of any such Mortgage Loan (or an allocable portion of such Mortgage Loan)
due to a material breach or a material document defect pursuant to the Mortgage Loan Purchase Agreement (so long as such repurchase
occurs within the 90 day time period required by the Mortgage Loan Purchase Agreement for the Mortgage Loan Seller to cure or
repurchase its interest in such Mortgage Loan (including any applicable extended cure periods)).


 


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


  


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


 


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit D.


 


“Requesting
Holders”: As defined in Section 4.08(f).


 


“Requesting
Party”: As defined in Section 3.31.


 


“Required
Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Advance
(taking into account any Appraisal Reduction as of such Distribution Date) that would be required to be made on the related Servicer
Remittance Date by the Servicer had the Borrower not made any portion of the Scheduled Monthly Payment in respect of the related
Mortgage Loan for the related Payment Date less (b) the aggregate compensation payable on such Servicer Remittance Date to
the Servicer in respect of the Servicing Fee, to the Certificate Administrator in respect of the Certificate Administrator Fee
and to CREFC® in respect of the CREFC® Intellectual Property Royalty License Fee.


 


“Required
Appraisal Mortgage Loan”: A Mortgage Loan for which an Appraisal Reduction Event has occurred. With respect to each
Mortgage Loan as to which an Appraisal Reduction Event has occurred and which has become current and has remained current for
three consecutive Scheduled Monthly Payments, and with respect to which no other event that would cause it to be a Specially Serviced
Mortgage Loan has occurred and is continuing, such Mortgage Loan will cease to be a Required Appraisal Mortgage Loan.


 


“Reserve
Accounts”: With respect to any Mortgage Loan, reserve accounts, if any, established by the Servicer, pursuant to the
Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a subaccount of a related Cash Collateral Account.
Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with


 






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the
terms and provisions of the related Mortgage Loan and Section 3.07. The Servicer shall be permitted to make withdrawals
therefrom, to the extent not inconsistent with the terms of the related Mortgage Loan, for deposit into the related Cash Collateral
Account, if applicable, or the Collection Account or for the purposes set forth under the related Mortgage Loan.


 


“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 also, 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 also, 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, and in
the case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose
name and specimen signature appears on a list furnished to the Servicer or the applicable Special Servicer, as applicable, by
the Trustee or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Group”: The Depositor, any Borrower, any Initial Purchaser, the Trustee, the Servicer, either Special Servicer, any
subservicer, any party considered a “sponsor” under the Exemption or any Affiliate of any of such parties.


 


“Restricted
Holder”: Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate that is
an owner of any interest (whether legally, beneficially or otherwise) in any related Permitted Mezzanine Loan (each such person
and such person’s agents and affiliates, upon receipt of notice from the applicable Special Servicer that any Permitted
Mezzanine Lender has accelerated any related Permitted Mezzanine Loan or commenced foreclosure proceedings against the equity
interests in the applicable Borrowers and the general partner or managing member of any Borrower pledged pursuant to any Permitted
Mezzanine Loan documents, the Certificate Administrator will require, such restricted holder to resubmit an Investor Certification
pursuant to clause (b) of the definition of “Investor Certification”; provided, that if such acceleration
was an automatic acceleration under any applicable Permitted Mezzanine Loan, no such resubmission will be required, and such Certificateholder,
Beneficial Owner of a Certificate or prospective purchaser of a Certificate (and each such person’s agents and affiliates)
will be deemed not to be a Restricted Holder, if (a) the event directly giving rise to the automatic acceleration under any
applicable Permitted Mezzanine Loan was not initiated by such person or an agent or affiliate of such person and (b) such
Permitted Mezzanine Lender is stayed from exercising, and has not commenced the exercise of, remedies associated with foreclosure
of the related collateral under such Permitted Mezzanine Loan.


 


“Restricted
Period”: The 40 day period prescribed by Regulation S commencing on the later of (a) the date upon which
the Certificates are first offered to persons other than the


 






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managers
and any other distributor (as defined in Regulation S) of the Certificates, and (b) the Closing Date.


 


“Rule 144A”:
Rule 144A under the Securities Act.


 


“Rule 144A
Global Certificate”: As defined in Section 5.04(b).


 


“Rule 144A
Information”: As defined in Section 5.01(c).


 


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


 


“S&P”:
Standard & Poor’s Ratings Services, and its successors in interest. If neither S&P nor any successor remains in
existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Servicer and the Special Servicers and specific ratings of S&P herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Scheduled
Monthly Payments”: With respect to a Mortgage Loan or Companion Loan and any Payment Date, each scheduled payment of
interest on such Mortgage Loan or Companion Loan, as applicable, required to be paid on such Payment Date by the Borrower in accordance
with the terms of the related Note or Loan Agreement.


 


“Scottsdale
A Notes”: As defined in the Preliminary Statement.


 


“Scottsdale
Co-Lender Agreement”: As defined in the Preliminary Statement.


 


“Scottsdale
Companion Loans”: As defined in the Preliminary Statement.


 


“Scottsdale
Loan Agreement”: As defined in the Preliminary Statement.


 


“Scottsdale
Loan Specific Certificates”: The Class SQ-1, Class SQ-2 and Class SQ-3 Certificates.


 


“Scottsdale
Mortgage Loan”: As defined in the Preliminary Statement.


 


“Scottsdale
Non-Trust Notes”: As defined in the Preliminary Statement


 


“Scottsdale
Note A-1-C”: As defined in the Preliminary Statement.


 


“Scottsdale
Note A-1-S”: As defined in the Preliminary Statement.


 


“Scottsdale
Note A-2-C”: As defined in the Preliminary Statement.


 


“Scottsdale
Note A-2-S”: As defined in the Preliminary Statement.


 


“Scottsdale
Note B-1-S”: As defined in the Preliminary Statement.


 






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“Scottsdale
Note B-2-S”: As defined in the Preliminary Statement.


 


“Scottsdale
Note C-1-S”: As defined in the Preliminary Statement.


 


“Scottsdale
Note C-2-S”: As defined in the Preliminary Statement.


 


“Scottsdale
Special Servicer”: Pacific Life Insurance Company, a Nebraska corporation, or its successor in interest, or if any successor
special servicer is appointed as special servicer for the Scottsdale Mortgage Loan as herein provided in Section 3.25,
such successor.


 


“Scottsdale
Trust Notes”: As defined in the Preliminary Statement.


 


“Scottsdale
Trust A Notes”: As defined in the Preliminary Statement.


 


“Scottsdale
Trust B Notes”: As defined in the Preliminary Statement.


 


“Scottsdale
Trust C Notes”: As defined in the Preliminary Statement.


 


“Scottsdale
Whole Loan”: As defined in the Preliminary Statement.


 


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


 


“Senior
Certificates”: Collectively, the Class A and Class X Certificates.


 


“Servicer”:
KeyBank National Association, a national banking association, or its successor in interest, or any successor servicer appointed
as herein provided.


 


“Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.


 


“Servicer
Termination Event”: As defined in Section 7.01(a).


 


“Servicing
Advance”: As to any Mortgage Loan, any advance made by the Servicer or the Trustee in respect of Property Protection
Expenses or any expenses incurred to protect and preserve the security for such Mortgage Loan, pursuant to Section 3.04
or Section 3.24, as applicable.


 


“Servicing
Compensation”: With respect to any Distribution Date, the related Servicing Fee and any other fees, charges or other
amounts payable to the Servicer for such Distribution Date.


 


“Servicing
Criteria” means the Servicing Criteria set forth on Exhibit M attached hereto.


 


“Servicing
Fee”: With respect to each Whole Loan and any Distribution Date, an amount accrued during the related Interest Accrual
Period (or in the case of the first Distribution Date, accrued for a period equal to the initial Interest Accrual Period) at the
Servicing Fee Rate


 






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on
the Principal Balance of such Whole Loan as of the first day of the related Due Period. The Servicing Fee will be calculated on
the same basis as the Mortgage Rate is calculated.


 


“Servicing
Fee Rate”: A per annum rate with respect to each Whole Loan on the Principal Balance of such Whole Loan as of
the first day of the related Due Period equal to 0.005%.


 


“Servicing
File”: A copy 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 Mortgage Loan Sellers with respect to a Mortgage Loan and (to the extent that
the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the Mortgage Loan Seller to the 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 Mortgage Loan Sellers; (iii) copies of related
financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between the
Mortgage Loan Seller, the Servicer, each Special Servicer and its
counsel that are privileged communications or constitute legal or other due diligence analyses), Borrower’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 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 Borrower, which documents were required to be delivered in
connection with the closing of such 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 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 Servicer,
a Special Servicer, the Certificate Administrator and the Trustee, 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 or (ii) the Depositor reasonably determines that a Servicer or a 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 N hereto.


 


“Servicing
Officer”: Any officer or employee of the Servicer or the applicable Special Servicer, as applicable, involved in, or
responsible for, the administration and servicing of the Mortgage Loans or this Agreement and also, with respect to a particular
matter, any other officer or employee 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 Certificate
Administrator or the Trustee by the Servicer or such Special Servicer, as applicable, as such list may from time to time be amended.


 






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“Servicing
Party”: As defined in Section 12.02(b).


 


“Servicing-Released
Bid”: As defined in Section 7.01(e).


 


“Servicing-Retained
Bid”: As defined in Section 7.01(e).


 


“Servicing
Transfer Event”: With respect to any Whole Loan or Companion Loan, the occurrence of any of the following events:


 


(i)          
with respect to each Whole Loan, the Balloon Payment is delinquent and the related Borrower has not provided the Servicer, within
60 days of the related Maturity Date, with a bona fide written commitment for refinancing reasonably satisfactory in form
and substance to the Servicer, which provides that such refinancing will occur within 120 days of such related Maturity Date,
provided that the related Whole Loan (and each related Companion Loan) will become a Specially Serviced Mortgage Loan immediately
if the related Borrower fails to diligently pursue such financing or to pay any Assumed Scheduled Monthly Payment on the related
Payment Date (subject to any applicable grace period) at any time
before the refinancing or, if such refinancing does not occur, the related Whole Loan (and each related Companion Loan) will become
a Specially Serviced Mortgage Loan at the end of such 120-day period (or for such shorter period beyond the date on which that
Balloon Payment was due within which the refinancing is scheduled to occur pursuant to the commitment for refinancing or on which
such commitment terminates); or


 


(ii)          any
Monthly Payment, including the failure to make any required escrow or reserve deposit (other than a Balloon Payment or other payment
due at maturity) is more than 60 days delinquent; or


 


(iii)         the
Servicer makes a judgment, or receives from the applicable Special Servicer a written determination of the applicable Special
Servicer, that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Borrower within
60 days; or


 


(iv)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, 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 Borrower; provided that if such decree or order is discharged
or stayed within 60 days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within 60 days of
a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan shall no longer
be a Specially Serviced Mortgage Loan (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect
thereto and any such fees actually paid shall be reimbursed by the applicable Special Servicer); or


 


(v)          the
related Borrower shall enter into or consent to bankruptcy or the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of


 






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debt,
marshaling of assets and liabilities or similar proceedings of or relating to such Borrower or of or relating to all or substantially
all of its property; or


 


(vi)         the
related Borrower 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


 


(vii)        a
default of which the Servicer or the applicable Special Servicer, as applicable, has notice (other than a failure by such Borrower
to pay principal or interest) and which the Servicer or applicable Special Servicer determines in its good faith reasonable judgment
may materially and adversely affect the interests of the Certificateholders, if applicable, has occurred and remained unremedied
for the applicable grace period specified in the related Mortgage 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, 60 days; provided that such 60-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 related Mortgage Loan); or


 


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


 


(ix)          the
Servicer or applicable Special Servicer determines that (i) a default (other than as described in clause (iii) above)
under the related Whole Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value of
the corresponding Mortgaged Property as security for the related Whole Loan or otherwise materially adversely affect the interests
of Certificateholders or the related Companion Loan Holders, and (iii) the default will continue unremedied for the applicable
cure period under the terms of the related Whole Loan or, if no cure period is specified and the default is capable of being cured,
for 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 related Whole Loan); provided that any determination that
a Servicing Transfer Event has occurred under this clause (ix) with respect to any Whole Loan solely by reason of
the failure (or imminent failure) of the related Borrower to maintain or cause to be maintained insurance coverage against damages
or losses arising from acts of terrorism may only be made by the applicable Special Servicer.


 


“Similar
Law”: As defined in Section 5.02(m).


 


“Special
Servicer”: (a) KeyBank National Association, a national banking association, or its successor in interest, or if any
successor special servicer is appointed as special servicer for the Pearlridge Mortgage Loan as herein provided in Section 3.25,
such successor; and (b) Pacific Life Insurance Company, a Nebraska corporation, or its successor in interest, or if


 






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any
successor special servicer is appointed as special servicer for the Scottsdale Mortgage Loan as herein provided in Section 3.25,
such successor.


 


“Special
Servicer Termination Event”: As defined in Section 7.01(b).


 


“Special
Servicing Compensation”: With respect to any Mortgage Loan, any of the Special Servicing Fee, the Workout Fee, Liquidation
Fee and any other fees, charges or other amounts that are due to the applicable Special Servicer hereunder.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Mortgage Loan and each Whole Loan and any Distribution Date,
an amount accrued during the related Due Period at the Special Servicing Fee Rate on the Principal Balance of such Specially Serviced
Mortgage Loan and each Whole Loan as of the first day of such Special Servicing Period. The Servicing Fee will be calculated on
the same basis as the Mortgage Rate is calculated.


 


“Special
Servicing Fee Rate”: A rate equal to 0.25% per annum.


  


“Special
Servicing Period”: Any Interest Accrual Period during which a Mortgage Loan is at any time a Specially Serviced Mortgage
Loan.


 


“Specially
Serviced Mortgage Loan”: Any Mortgage Loan, any related Companion Loan and REO Mortgage Loan as to which a Servicing
Transfer Event has occurred and is continuing.


 


“Startup
Day”: The Closing Date.


 


“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 industry) of any Whole Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to such Whole Loan under the direction or authority of the Servicer
(or a sub-servicer of the Servicer), the applicable Special Servicer or an Additional Servicer (or a sub-servicer of an Additional
Servicer).


 


“Successful
Bidder”: As defined in Section 7.01(e).


 


“Tax
Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interestholders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each of the Trust REMICs due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal tax law or applicable
state and local tax law.


 


“Temporary
Regulation S Global Certificate”: As defined in Section 5.04(a).


 


“Terminated
Party”: As defined in Section 7.01(d).


 






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“Terminating
Party”: As defined in Section 7.01(d).


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 10.01.


 


“Termination
Event”: A Servicer Termination Event or Special Servicer Termination Event, as applicable.


 


“Territorial
Savings Ground Lease”: The ground lease dated February 29, 1972 between Kanoa Estate, Inc., as lessee, and Territorial
Savings Bank, as lessor, as affected by that certain (i) assignment of lessor’s interest in lease dated September 30, 1981,
between Kanoa Estate, Inc. and Territorial Savings and Loan Association, (ii) letter agreement dated June 3, 2002, between Territorial
Savings and Loan Association and Watercress Associates, LP, LLLP and (iii) lease modification agreement no. 1 dated February 6,
2013 between Territorial Savings Bank (the successor in interest to Territorial Savings and Loan Association) and the Pearlridge
Borrower.


 


“Title
Insurance Policy”: As defined in Section 2.01(b)(x).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “WP Glimcher Mall Trust 2015-WPG”.


 


“Trust
A Note”: Any of the Pearlridge Note A-1-S, the Pearlridge Note A-2-S, the Scottsdale Note A-1-S and the Scottsdale Note
A-2-S.


 


“Trust
B Note”: Any of the Pearlridge Note B-1-S, the Pearlridge Note B-2-S, the Scottsdale Note B-1-S and the Scottsdale Note
B-2-S.


 


“Trust
C Note”: Any of the Pearlridge Note C-1-S, the Pearlridge Note C-2-S, the Scottsdale Note C-1-S and the Scottsdale Note
C-2-S.


 


“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans; (iii) the Trust’s interest in any REO Property
or other security; (iv) the Trust’s interest in all revenues, income or proceeds received in respect of any REO Property;
(v) the Servicer’s, each Special Servicer’s and the Trustee’s rights under the insurance policies with
respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trust’s
interest in any Assignments of Leases and any security agreements; (vii) the Trust’s interest in any indemnities or
guaranties given as additional security for any Mortgage Loans; (viii) the Trust’s interest in any environmental indemnity
agreements relating to the Mortgaged Properties; (ix) the rights and remedies under the Mortgage Loan Purchase Agreement;
(x) the rights of the Trustee in any Lock Box Accounts, Cash Collateral Accounts, Reserve Accounts and Escrow Accounts; (xi) the
Uncertificated Lower-Tier Interests; (xii) $100 to be deposited by the Depositor into the Upper-Tier Distribution Account on the
Closing Date in respect of the Class X Certificates; (xiii) the Collection Account, the Interest Reserve Account, the Lower-Tier
Distribution Account and the Upper-Tier Distribution Account; and (xiv) the proceeds of any of the foregoing.


 






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


 


“Trust
REMICs”: The Lower-Tier REMIC and the Upper-Tier REMIC, individually or collectively as the context may require.


 


“Trustee”:
Wells Fargo Bank, National Association, in its capacity as trustee of the Trust Fund, or its successor in interest, or any successor
trustee appointed as herein provided.


 


“Trustee
Fee”: The monthly fee which the Trustee is to be paid from the Certificate Administrator Fee.


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LPR-1, Class LPR-2, Class
LSQ-1, Class LSQ-2 and Class LSQ-3 Uncertificated Interests.


 


“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 Section 3.06(b) but that has not been recovered from the Borrower or otherwise from collections on or
the proceeds of the Mortgage Loan or related REO Property in respect of which the Advance was made.


 


“Unscheduled
Payments”: With respect to a Whole Loan, all Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds
payable under such Whole Loan, the Purchase Price of any Whole Loan that is repurchased or purchased pursuant to the Mortgage
Loan Purchase Agreement and any other payments under or with respect to such Whole Loan not scheduled to be made, including Principal
Prepayments received by the Servicer, but excluding Yield Maintenance Default Premiums during such Due Period.


 


“Upper-Tier
Distribution Account”: A trust account or subaccount created and maintained as a separate trust account or a subaccount
of a separate trust account by the Certificate Administrator pursuant to Section 3.05(e), which shall be entitled,
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of the Trustee and the Holders of
JP Morgan Chase Commercial Mortgage Securities Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series 2015-WPG,
Upper-Tier Distribution Account” and which must be an Eligible Account or a subaccount of an Eligible Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Uncertificated Lower-Tier Interests, payments
made with respect to such interests, $100 to be deposited by the Depositor into the Upper-Tier Distribution Account on the Closing
Date in respect of the Class X Certificates and amounts held from time to time in the Upper-Tier Distribution Account.


 


“U.S.
Person”: Any of (i) a citizen or resident alien of the United States, (ii) a corporation, 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 of the United States or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, (iii) an estate that is subject to United States federal income tax regardless of the source of its income,
(iv) a trust if a court within the United States is


 






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able
to exercise primary supervision over the administration of such trust, and one or more such U.S. 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. Persons) or (v) any other person that is disregarded
as separate from its ownership for U.S. federal income tax purposes and whose owner is described in clauses (i) through (iv) above.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall
be (a) 0.0% in the case of the Class R Certificates, (b) (x) except as described in clause (y)
of this clause (b), 4% in the aggregate in the case of the Class X Certificates (for so long as the Notional Amount
of such Class has not been reduced to zero) and (y) 0% in the case of the Class X Certificates in the case of votes pertaining
to terminating and replacing a Special Servicer, and (c) in the case of any other Class of Regular Certificates, a percentage
equal to the product of the percentage of Voting Rights remaining
after allocations in (b) above multiplied by a fraction, the numerator of which is equal to the outstanding Certificate Balance
of such Class of Certificates (and solely in connection with any vote for purposes of determining whether to remove a Special
Servicer pursuant to Section 7.01(c), taking into account any notional reduction in the Certificate Balance for Appraisal
Reductions allocated to the Certificates pursuant to Section 4.08(b) hereof), in each case, determined as of the prior
Distribution Date, and the denominator of which is equal to the sum of the aggregate outstanding Certificate Balances of all such
Classes of Certificates (and solely in connection with any vote for purposes of determining whether to remove a Special Servicer
pursuant to Section 7.01(c), taking into account any notional reduction in the Certificate Balance for Appraisal Reductions
allocated to the Certificates pursuant to Section 4.08(b) hereof), in each case, determined as of the prior Distribution
Date. The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion
to their respective Percentage Interests. Any Person exercising Voting Rights, will be required to submit a certification in the
form of Exhibit L-4 that, such person is not a Borrower, a manager of a Mortgaged Property, the Depositor, the Servicer,
a Special Servicer, the Trustee, the Certificate Administrator or an affiliate of any of the foregoing or an agent, principal,
partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor or an agent
of any Borrower.


 


“Withheld
Amounts”: As defined in Section 3.05(g).


 


“Whole
Loan”: As defined in the Preliminary Statement.


 


“Workout-Delayed
Reimbursement Amount”: With respect to any Specially Serviced Mortgage Loan, the amount of any Advance made with respect
to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three consecutive full and timely
monthly payments under its modified terms, would then constitute) a Rehabilitated 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 (or,
but for the making of three consecutive full and timely monthly payments under its modified terms, would then constitute) a Rehabilitated
Mortgage Loan and


 






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(ii) the
amount of such Advance (and accrued and unpaid interest thereon) becomes an obligation of the Borrower to pay such amount under
the terms of the modified Mortgage 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 that such amount instead constitutes a Nonrecoverable
Advance reimbursable in the same manner as any other Nonrecoverable Advance.


 


“Workout
Fee”: A fee equal to the product of the Workout Fee Rate and the amount of each payment of principal and interest (other
than Default Interest) made on each Rehabilitated Mortgage Loan, provided that any such Workout Fee shall be reduced by
any Excess Modification Fees received and retained by the applicable Special Servicer but only to the extent those Excess Modification
Fees have not previously been deducted from a Workout Fee or Liquidation Fee (each amount of the Work-out Fee shall be reduced
(but not to an amount less than zero) until the aggregate amount of such reductions equals such Excess Modification Fees).


 


“Workout
Fee Rate”: A rate equal to 0.50% with respect to each Mortgage Loan.


 


“Yield
Maintenance Default Premiums”: With respect to each Note, an amount equal to the greater of (a) 3% of the outstanding
principal balance of the related Note to be prepaid or satisfied and (b) the excess, if any, of (i) the sum of the present values
of all then-scheduled payments of principal and interest under the related Note assuming that all scheduled payments are made
timely and that the remaining outstanding principal and interest on the related Note is paid on the Maturity Date (with each such
payment and assumed payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly,
is equivalent to the Prepayment Rate when compounded semi-annually and deducting from the sum of such present values any short-term
interest paid from the date of prepayment to the next succeeding Payment Date in the event such payment is not made on a Payment
Date), over (ii) the principal amount being prepaid.


 


Section
1.02       Other Definitional Provisions. All terms defined directly or by reference in this
Agreement shall have the defined meanings set forth herein when used in any certificate or other document delivered pursuant hereto.
For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) references
to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (b) the
words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement
(or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement
(or such certificate or document); (c) references to any Section, Article, Schedule or Exhibit are references to Sections,
Articles, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made),
and references to any paragraph, Section, clause or other subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (d) the term “including” means “including
without limitation”; (e) references to any law or regulation refer to that law or regulation as amended from time to
time and include any successor law or regulation; (f) references to any Person include that Person’s successors and
permitted assigns; (g) references to any agreement refer to that agreement as amended, supplemented or otherwise modified
from time to time; and (h) headings


 






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are
for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.


 


Section
1.03      Certain Calculations. Unless otherwise specified herein, the following provisions
shall apply:


 


(a)         
All calculations of interest with respect to the Mortgage Loans provided for herein shall be made as set forth in such Mortgage
Loans with respect to the calculation of the related Mortgage Rate.


 


(b)         
Any Mortgage Loan payment is deemed to be received on the date such payment is actually received in immediately available funds
by the Servicer, the applicable Special Servicer or the Certificate Administrator; provided, however, that for purposes
of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received
on the date they are applied in accordance with Section 3.01(b) to reduce the outstanding principal balance of such
Mortgage Loan on which interest accrues.


  


(c)        
Absent express provisions in the Mortgage Loan Documents, all amounts collected by or on behalf of the Trust in respect of any
Mortgage Loan in the form of payments from the Borrowers, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in
the absence of such express provisions and in any event after an event of default under the related Mortgage Loan (to the extent
not cured or waived) will be deemed allocated for purposes of collecting amounts due under such Mortgage Loan, in each case only
to the extent such amount is an obligation of the related Borrower in the related Loan Documents and exclusive of any amounts
allocable to the related Companion Loans pursuant to the related Co-Lender Agreement, in the following order of priority: first,
as a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and unpaid Advance Interest Amount and, if
applicable, unreimbursed and unpaid Servicing Fees and expenses of the Trust with respect to the related Mortgage Loan; second,
as a recovery of Nonrecoverable Advances and any Advance Interest Amount on those Nonrecoverable Advances, to the extent previously
allocated from principal collections with respect to the related Mortgage Loan; third, to the extent not previously allocated
pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default
interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate
through and including the end of the related Mortgage Loan Interest Accrual Period, over (ii) the cumulative amount of the
reductions (if any) in the amount of related Monthly Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reductions (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to
clause fifth below on earlier dates); fourth, to the extent not previously allocated pursuant to clause first,
as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan
following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its
entire remaining unpaid principal balance), first to the Pearlridge Trust A Notes and Scottsdale Trust A Notes, pro rata
and pari passu; second, to the Pearlridge Trust B Notes and Scottsdale Trust B Notes, pro rata and pari passu,
in each case until their respective principal balances have been reduced to zero; and then to the Pearlridge Trust C Notes and
Scottsdale Trust C Notes, pro rata and  pari passu, in each case until their respective principal balances have
been reduced to zero; fifth, as a recovery of accrued and


 






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unpaid
interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest
portion of the related Monthly Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reductions
(to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates); sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future
payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan; seventh, as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan; eighth,
as a recovery of any Yield Maintenance Default Premium then due and owing under such Mortgage Loan; ninth, as a recovery of any
assumption fees, assumption application fees, Modification Fees or consent fees then due and owing under such Mortgage Loan; tenth,
as a recovery of any default interest and late payment charges then due and owing under such Mortgage Loan; eleventh, as a recovery
of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal; and twelfth, as a recovery
of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; provided
that, to the extent required under the REMIC Provisions, payments or proceeds
received with respect to any partial release of a Mortgaged Property (including for these purposes, following a casualty or condemnation)
if, immediately following such release, the loan-to-value ratio of the related Mortgage Loan exceeds 125% (based on the value
of the related real property only, and excluding the value of any personal property and going concern value), must be allocated
to reduce the Principal Balance of the related Mortgage Loan in the manner permitted by such REMIC Provisions.


 


(d)         
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable) will be deemed
allocated for purposes of collecting amounts due under the deemed REO Mortgage Loan, in each case only to the extent such amount
is or was an obligation of the related borrower in the related Mortgage Loan Documents and exclusive of any amounts allocable
to the related Companion Loan pursuant to the related Co-Lender Agreement, in the following order of priority: first, as a recovery
of any unreimbursed Advances with respect to the related Mortgage Loan and interest on all Advances and, if applicable, unreimbursed
and unpaid expenses and fees of the Trust with respect to the related Mortgage Loan; second, as a recovery of Nonrecoverable Advances
or interest on those Nonrecoverable Advances, to the extent previously allocated from principal collections with respect to the
related Mortgage Loan; third, to the extent not previously allocated pursuant to clause first, as a recovery of accrued
and unpaid interest on such Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and
unpaid interest on such Mortgage Loan at the related Mortgage Rate through and including the end of the related Mortgage Loan
Interest Accrual Period, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion
of the related Monthly Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reductions (to
the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to clause fifth
below on earlier dates); fourth, to the extent not previously allocated pursuant to clause first, as a recovery of
principal of such Mortgage Loan to the extent of its entire unpaid principal balance (or, if the related Mortgage Loan has been
liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Notes
and then to the Trust B Notes, in each case until their respective principal balances have been reduced to


 






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zero;
fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Advances for such Mortgage Loan that have occurred in connection
with related Appraisal Reductions (to the extent collections have not been allocated as recovery of accrued and unpaid interest
pursuant to this clause fifth on earlier dates); sixth, as a recovery of any Yield Maintenance Default Premium then
due and owing under such Mortgage Loan; seventh, as a recovery of any default interest and late payment charges then due and owing
under such Mortgage Loan; eighth, as a recovery of any assumption fees, assumption application fees, Modification Fees or consent
fees then due and owing under such Mortgage Loan; and ninth, as a recovery of any other amounts then due and owing under such
Mortgage Loan.


 


(e)         
For purposes of accruing interest, Servicing Fees, Special Servicing Fees, Certificate Administrator Fees, and calculating Pass-Through
Rates, each Mortgage Loan will be deemed to have a Principal Balance or Notional Amount on the first day of the Interest Accrual
Period equal to the Principal Balance or Notional Amount of such Mortgage Loan, as of the Payment Date of such Mortgage Loan that
occurs in the calendar month in which such Interest Accrual Period
commences (after giving effect to all payments received in respect of such Mortgage Loan on or before such Payment Date).


 


(f)          
Notwithstanding anything to the contrary in the related Co-Lender Agreement, but without changing any allocations under the related
Co-Lender Agreement between a Mortgage Loan and the related Companion Loans, upon liquidation of such Mortgage Loan, a related
Trust Note or any related REO Property, all Net Liquidation Proceeds received with respect to such Mortgage Loan or such Trust
Note shall be applied so that amounts allocated as a recovery of accrued and unpaid interest on such Mortgage Loan or such Trust
Note, as applicable, will not, for purposes of making distributions on the Certificates, include accrued and unpaid interest on
such Mortgage Loan that has not been advanced by the Servicer as a result of Appraisal Reductions with respect to such Mortgage
Loan or such Trust Note, as applicable (“Appraisal Reduced Interest”). After the adjusted interest amount is
so allocated, any remaining Net Liquidation Proceeds received with respect to such Mortgage Loan or such Trust Note, as applicable,
shall be allocated to pay principal on such Mortgage Loan or such Trust Note, as applicable, until the unpaid principal amount
thereof has been reduced to zero. Any remaining Net Liquidation Proceeds received with respect to such Mortgage Loan or such Trust
Note, as applicable, would then be allocated to pay Appraisal Reduced Interest.


 


(g)         
All net present value calculations and determinations made under this Agreement with respect to a Mortgage Loan, related Companion
Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Accepted Servicing Practices”)
shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and
interest payments on such Mortgage Loan or Companion Loan or sale of such Whole Loan by the applicable Special Servicer the higher
of (1) the rate determined by the Servicer or the applicable Special Servicer, as applicable, that approximates the market rate
that would be obtainable by the related Borrower on similar debt of the related Borrower as of such date of determination and
(2) the Mortgage Rate on such Mortgage Loan or Companion Loan based on its outstanding principal balance and (ii) for all
other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update
of such Appraisal).


 






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Section
1.04      Certain Adjustments to the Principal Distributions on the Certificates. (a) To
the extent not specifically provided otherwise elsewhere in this Agreement, if any party hereto is reimbursed out of general collections
on the Mortgage Loans on deposit in the Collection Account for any unreimbursed Advances that have been or are determined to be
Nonrecoverable Advances (together with interest accrued and payable thereon pursuant to Section 3.06, Section 3.24
or Section 4.07, as applicable, to the extent such interest was paid hereunder from a source other than Default
Interest or late payment charges), then (for purposes of calculating distributions on the Certificates) each such reimbursement
and payment of interest shall be deemed to have been made:


 


first,
out of any amounts then on deposit in the Collection Account that represent payments or other collections of principal received
by the Trust Fund with respect to the related Mortgage Loan (first from amounts allocable to the related Trust C Notes, then from
amounts allocable to the related Trust B Notes and then from amounts allocable to the related Trust A Notes) that, but for their
application to reimburse a Nonrecoverable Advance and/or to pay interest
thereon, would be included in the related Loan Specific Available Funds or the Available Funds, as applicable, for the related
Distribution Date;


 


second,
out of any amounts then on deposit in the Collection Account that represent any other payments or other collections received by
the Trust Fund with respect to the related Mortgage Loan that, but for their application to reimburse a Nonrecoverable Advance
and/or to pay interest thereon, would be included in the related Loan Specific Available Funds or the Available Funds, as applicable,
for the related Distribution Date;


 


third,
out of any other amounts then on deposit in the Collection Account that may be available to reimburse the subject Nonrecoverable
Advance and/or to pay interest thereon.


 


(b)         
If and to the extent that any payment or other collection of principal of any Mortgage Loan or REO Mortgage Loan is deemed to
be applied in accordance with clause first of Section 1.04(a) to reimburse a Nonrecoverable Advance or
to pay interest thereon, and further if and to the extent that such payment or other collection of principal would constitute
part of the Certificate Principal Distribution Amount for any Distribution Date, then the Certificate Principal Distribution Amount
for such Distribution Date shall be reduced by and exclude such payment or other collection of principal.


 


(c)         
If and to the extent that any Advance is determined to be a Nonrecoverable Advance, such Advance is reimbursed out of general
principal collections on the Mortgage Loans as contemplated by Section 1.04(a) and the particular item for which such
Advance was originally made is subsequently collected out of payments or other collections in respect of the related Mortgage
Loan or REO Mortgage Loan (such item, if and to the extent so collected, a “Recovered Amount”), then (without
duplication of any amounts already included therein) the Adjusted Certificate Principal Distribution Amount for the Distribution
Date that corresponds to the Interest Accrual Period in which such item was recovered shall be increased by an amount equal to
the lesser of (i) the amount of such recovery and (ii) any previous reduction in the Adjusted Certificate Principal
Distribution Amount for a prior Distribution Date pursuant to Section 1.04(b) resulting from the reimbursement of
the subject Advance. If and to


 






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the
extent that any Advance is determined to be a Nonrecoverable Advance, and interest on such Advance is paid out of general principal
collections on the Mortgage Loans as contemplated by Section 1.04(a) and such interest on such Advance is subsequently
reimbursed to the Trust Fund out of Default Interest or late payment charges collected on the Mortgage Loans, then the Adjusted
Certificate Principal Distribution Amount for the Distribution Date that corresponds to the Interest Accrual Period in which such
reimbursement to the Trust Fund occurred shall be increased by an amount equal to the lesser of (i) the amount of such reimbursement
to the Trust Fund and (ii) any previous reductions in the Adjusted Certificate Principal Distribution Amount for prior Distribution
Dates pursuant to Section 1.04(b) resulting from the payment of such interest on such Advance. All Recovered Amounts
shall be allocated first to the Class A Certificates, and then in sequential order, to the Pooled Principal Balance Certificates,
and then to the related Class of Loan Specific Certificates, in that order, in each case as an increase in the Certificate Balance
of such Class up to the amount of Realized Losses previously allocated to such Class and not otherwise reimbursed hereunder.


 


Nothing
contained in this Section 1.04 is intended to limit the ability of any party hereto that is entitled to reimbursement
hereunder for any unreimbursed Advances that have been or are determined to be Nonrecoverable Advances (together with interest
accrued and payable thereon pursuant to Section 3.06, Section 3.24 or Section 4.07) to collections
of principal received by the Trust Fund with respect to the Mortgage Loans; instead the order of priority set forth in Section 1.04(a)
is a deemed allocation only for purposes of calculating distributions on the Certificates.


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreement (a) The
Depositor, concurrently with the execution and delivery hereof, does hereby establish the Trust Fund, appoint the Trustee as trustee
of the Trust Fund, and hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee (on behalf of the Lower-Tier
REMIC) for the benefit of the Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent the Depositor
has undertaken specific obligations with respect to any of the Mortgage Loans hereunder), all the right, title and interest of
the Depositor in, to and under the respective Mortgage Loans, including all rights to payment in respect thereof and all security
interests thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Mortgage Loan Seller
or the Depositor and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders,
including, without limitation, Permitted Investments, REO Properties, Unscheduled Payments, Yield Maintenance Default Premiums
and proceeds of any escrow or reserve account and, in addition, conveys to the Trustee $100 to be deposited in the Upper-Tier
Distribution Account in respect of the Class X Certificates. The Depositor does also hereby transfer, assign, set over and otherwise
convey to the Trustee without recourse (except to the extent the Depositor has undertaken specific obligations with respect to
any of the Mortgage Loans hereunder) all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase
Agreement as assignee of the


 






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Mortgage
Loan Seller’s rights with respect to any Mortgage Loan including, without limitation, all rights of the Depositor with respect
to the representations, warranties and covenants of the Mortgage Loan Seller made under the Mortgage Loan Purchase Agreement.
The Depositor shall (to the extent not inconsistent with the Mortgage Loan Documents) cause the Reserve Accounts, Cash Collateral
Accounts and Lock Box Accounts to be transferred to and held in the name of the Servicer on behalf of the Trustee, as successor
to the Mortgage Loan Sellers.


 


(b)         
In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian (on behalf
of the Certificate Administrator), with copies to the Servicer, the following documents or instruments with respect to each Mortgage
Loan:


 


(i)          
the original of the Note or a lost note affidavit with a customary indemnification provision together with a copy of such Note,
endorsed by the Mortgage Loan Seller without recourse in blank or 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
Holders of JP Morgan Chase Commercial Mortgage Securities Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series
2015-WPG”;


 


(ii)         
each original recorded Mortgage or copy thereof showing the Mortgage Loan Seller as mortgagee, with evidence of recording thereon,
and, if the Mortgage was executed pursuant to a power of attorney, a true copy of the power of attorney certified by the public
recorder’s office, with evidence of recording thereon, or certified by a title insurance company or escrow company to be
a true and complete copy thereof;


 


(iii)         
the originals of all modifications, consolidation and extension agreements or copies thereof, if any, with evidence of recording
thereon, and the originals of all assumption agreements, if any, each executed in blank or in favor of the Trustee, or certified
by a title insurance company or escrow company to be a true and complete copy thereof;


 


(iv)        
an original Assignment of Mortgage for each Mortgage, in form and substance acceptable for recording, executed in blank or to
“Wells Fargo Bank, National Association, as Trustee for the benefit of the holders of JP Morgan Chase Commercial Mortgage
Securities Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series 2015-WPG”, without recourse;


 


(v)         
the originals of all intervening Assignments of Mortgage with evidence of recording thereon, or an original blanket intervening
Assignment of Mortgage with evidence of recording thereon retained by the Mortgage Loan Seller, or in each case, a copy thereof
with evidence of recording thereon certified by the Mortgage Loan Seller to be a true and complete copy of the original thereof;


 


(vi)        
if the related Assignment of Leases is separate from the Mortgage, an original or a certified copy of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of assignment from the named assignee;


 






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(vii)       
if the related Assignment of Leases is separate from the Mortgage, an original assignment of such Assignment of Leases (a “Reassignment
of Assignment of Leases”), in recordable form, executed in blank or in favor of the Trustee, which assignment may be
effected in the related Assignment of Mortgage;


 


(viii)      
a copy of the UCC-1 (or its successor form) financing statement or statements relating to each Mortgage Loan and any related pledge
agreement, together with a form UCC-2 or UCC-3, or successor UCC forms thereof, which upon inserting applicable filing information
will be in a form suitable for filing in the jurisdiction in which the related Mortgaged Property is located, showing a complete
chain of the assignment from the Mortgage Loan Seller to the Trustee of the Mortgage Loan Seller’s security interest in
the personal property constituting security for repayment of such Mortgage Loan currently designated of record in blank or in
favor of the Trustee for the benefit of the Holders of JP Morgan Chase Commercial Mortgage Securities Trust 2015-WPG, Commercial
Mortgage Pass-Through Certificates, Series 2015-WPG;


 


(ix)        
the original of each guaranty agreement, if any, constituting additional security for the repayment of such Mortgage Loan, together
with (A) each original intervening assignment (or a copy thereof) of each such item of additional security showing a complete
chain of assignment from the original beneficiary of such item of additional security, and (B) an original assignment (or
a copy thereof) of each such item of additional security signed by the record holder of the Mortgage in blank or in favor of the
Trustee for the benefit of the Certificateholders;


 


(x)         
the original lender’s title insurance policies or copies thereof effective as of the date of the origination of the Mortgage
Loan, 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 lien on the contract vendee and fee interests in the Mortgaged Property, or if such policy has not
yet been issued (a) an original or copy of a marked up commitment, interim binder, preliminary title report or the pro forma
title insurance policy marked as binding and countersigned by the title insurance company or otherwise agreed to as binding by
the title insurance company and (b) upon issuance, the original title insurance policy or a copy thereof (such title insurance
policies for each Mortgage Loan, each, a “Title Insurance Policy” and, collectively, the “Title Insurance
Policies”);


 


(xi)         
if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such
security agreement and the assignment thereof to Trustee;


 


(xii)        
the original of the Loan Agreement relating to such Mortgage Loan, if any;


 


(xiii)       copies
of the original Management Agreements for the Mortgaged Property;


 






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(xiv)       if
the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts
and the assignment thereof to the Trustee;


 


(xv)        if
any related Lock Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
with respect to the Reserve Accounts, Cash Collateral Accounts and Lock Box Accounts, if any, a copy of the UCC-1 (or its successor
form) financing statements, if any, submitted for filing with respect to each Mortgage Loan Seller’s security interest in
the Reserve Accounts, Cash Collateral Accounts and Lock Box Accounts and all funds contained therein and UCC-3 (or its successor
form) financing statements assigning such security interest to the Trustee on behalf of the Certificateholders;


 


(xvi)       any
and all amendments, modifications and supplements to, and waivers related to, any of the foregoing;


 


(xvii)      with
respect to the Pearlridge Mortgage Loan, a copy of (A) the Territorial Savings Ground Lease and (B) the Kamehameha Schools Ground
Leases;


  


(xviii)     an
original or copy of any related environmental insurance policy with respect to such Mortgage Loan;


 


(xix)       
a copy of each letter of credit, if any, related to such Mortgage Loan, with the original letter of credit to be delivered to
the Servicer; and


 


(xx)        
a copy of all other material documents delivered at the closing of the Mortgage Loan, including any escrow agreement, as evidenced
by the related closing list prepared by originating counsel in connection with the closing, which list may be an index to a closing
binder.


 


In
addition, the Depositor shall deliver to the Servicer, copies of the original Environmental Reports of the Mortgaged Properties
made in connection with origination of the Mortgage Loans.


 


(c)         
In addition to the documents enumerated above, the Depositor will, from time to time, deliver copies or originals, as applicable,
of all financial statements, rent rolls, third party reports, stacking plans and other similar documents as the Servicer may request
in order for the Servicer to comply with its obligations hereunder; provided that in no event will the Depositor be required
to deliver, or cause the Mortgage Loan Seller to deliver, any information reasonably considered by the Depositor to be proprietary.


 


(d)         
Promptly after the Closing Date (and, in any event, within 90 days from the Closing Date), the Mortgage Loan Seller (with
respect to each Mortgage Loan sold to the Depositor by such Mortgage Loan Seller) shall, to the extent possession thereof has
been delivered to it along with any related information, at the expense of the Depositor (1) submit for recording (a) each
Assignment of Mortgage referred to in Section 2.01(b)(iv) that has not yet been submitted for recording and (b) each
Reassignment of Assignment of Leases referred to in Section 2.01(b)(vii) (if not otherwise included in the related
Assignment of Mortgage) that has


 






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not
yet been submitted for recording; and (2) submit for filing each UCC-2 or UCC-3 (or successor forms thereof) financing statement
referred to in Section 2.01(b)(viii) and (b)(xv) (at the cost of the Mortgage Loan Seller in the case of financing
statements referred to in clause (b)(xv)) that has not yet been submitted for filing. If any such document is lost
or returned unrecorded because of a defect therein, the Custodian will return such documents to the Depositor and the Depositor
shall promptly prepare or cause to be prepared a substitute document for signature by the Mortgage Loan Seller and the Mortgage
Loan Seller shall promptly execute, submit for recording, and re-deliver such substitute recorded documents to the Certificate
Administrator. The Custodian shall, promptly upon receipt of the original recorded copy of each recorded Assignment of Mortgage
or Reassignment of Assignment of Leases (and in no event later than five Business Days following such receipt) deliver such original
to the Custodian, with copies to the Servicer. Notwithstanding anything to the contrary contained in this Section 2.01,
in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of
Assignment of Leases, if applicable, after any has been recorded, the obligations hereunder of the Depositor shall be deemed to
have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment
of Leases, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.
The Mortgage Loan Seller shall promptly submit the UCC financing statements referred to in Section 2.01(b)(viii) and
(b)(xv) to be filed in the applicable public recording office and upon receipt of an acknowledgement copy of such financing
statement will promptly deliver such copy to the Custodian, with evidence of filing thereon. Copies of recorded or filed Assignments
of Mortgages, Reassignments of Assignment of Leases and UCC financing statements shall be delivered to the Custodian by the Depositor
or Servicer, as applicable to the extent received by them.


 


(e)         
The Depositor shall promptly deliver to the Custodian any documents relating to any Mortgage Loan that come into its possession
after the Closing Date (other than copies of documents previously delivered to the Custodian) and such documents will constitute
part of the Mortgage File.


 


(f)          
[Reserved].


 


(g)         
Notwithstanding the fact that the Notes are endorsed “Pay to the Order of Wells Fargo Bank, National Association, as Trustee
for the benefit of the Holders of JP Morgan Chase Commercial Mortgage Securities Trust 2015-WPG, Commercial Mortgage Pass-Through
Certificates, Series 2015-WPG” without recourse, the Depositor acknowledges that the form of such endorsement shall not
limit any of its obligations hereunder or any rights or remedies of the parties hereto for breach of such obligations.


 


Section
2.02     Acceptance by Certificate Administrator and the Trustee. (a) By its execution
and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Mortgage Loans in good faith without notice
of adverse claims and declares, subject to any exceptions noted in an exception report to the provisions of Section 2.01
and to the further review provided herein, and the Custodian declares that it holds and will hold such documents and all others
delivered to it constituting the Mortgage File in trust, subject to the conditions set forth herein, for the use and benefit of
all present and future Certificateholders, and the use and


 






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benefit
of the Trustee as holder of the Uncertificated Lower-Tier Interests. The Custodian hereby acknowledges the receipt of the
documents described in Section 2.01(b)(i) and certifies that it has examined the Notes and that they appear on
their faces to be what they purport to be, subject to an exception report delivered with respect to those items as of the
Closing Date. The Custodian agrees to review each Mortgage File the later of 90 days after (i) the
Custodian’s receipt of such Mortgage File or (ii) the Closing Date to ascertain that all documents referred to in Section 2.01(b)(i), (ii), (iv), (viii)
and (x) and, to the extent identified to it in writing by the Depositor, the documents referred to in Section 2.01(b)(iii), (v), (vi), (vii), (ix)
and (xi) through (xxi) have been received, have been executed, appear to be what they purport to be, purport to
be recorded or filed (if applicable) and have not been torn, mutilated or otherwise defaced, and that such documents appear
on their faces to relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Neither the Certificate
Administrator nor the Custodian is under any duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are
valid, legal, effective, genuine, enforceable, in recordable form, sufficient or appropriate for the represented purpose
or that they are other than what they purport to be on their face. In performing the tasks expressly provided for above, the
Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported
genuineness of any signature thereon.


 


If
at the conclusion of the Custodian’s 90 day review any document or documents constituting a part of a Mortgage File
have not been executed or received, have not been recorded or filed (if required), appear to be unrelated to the Mortgage Loans
identified in the Mortgage Loan Schedule, appear not to be what they purport to be or have been torn, mutilated or otherwise defaced
(each, a “Defect”), and in either case such omission or defect materially and adversely affects either (i)
in the case of a Specially Serviced Mortgage Loan or a Rehabilitated Mortgage Loan, the value of the related Mortgage Loan or
(ii) the interests of the Certificateholders in the related Mortgage Loan, the Custodian shall promptly so notify the Depositor,
the Servicer, the applicable Special Servicer and the Mortgage Loan Seller by providing a written report, setting forth for each
affected Mortgage Loan, the nature of the defective or missing document.


 


Following
notification by the Custodian pursuant to the preceding paragraph, pursuant to the Mortgage Loan Purchase Agreement, the Mortgage
Loan Sellers or a Mortgage Loan Seller shall promptly cure or repurchase such Mortgage Loan in accordance with Section 2.03(c).
None of the Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any
loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document constituting a portion of a
Mortgage File or for any failure by the Depositor to use its best efforts to deliver any such document, as long as in each case
such document is noted on the exception report delivered by the Custodian pursuant to this Section 2.02. In acknowledging
the receipt of the Mortgage Files pursuant to the preceding paragraph, the Custodian will have no responsibility to determine
whether any document or opinion is legal, valid, binding or enforceable, whether the text of any assignment or endorsement is
in proper or recordable form (except, if applicable, to determine if the Certificate Administrator is the assignee or endorsee),
whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment
is permitted in any applicable jurisdiction, or whether any Person executing any


 






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document
or rendering any opinion is authorized to do so or whether any signature thereon is genuine.


 


Upon
the first anniversary of the Closing Date, the Custodian shall deliver a final exception report as to any remaining documents
that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either:  (i) cause such document deficiency
to be cured; or (ii) use commercially reasonable efforts to cause the Mortgage Loan Seller to repurchase the Mortgage Loan
pursuant to the Mortgage Loan Purchase Agreement if such exception is a material Defect. 


 


The
Custodian shall hold that portion of the Trust Fund delivered to the Certificate Administrator consisting of “instruments”
(as such term is defined in Section 9-102(47) of the Uniform Commercial Code as in effect in Minnesota, on the date hereof)
in Minneapolis, Minnesota, and, except as otherwise specifically provided in this Agreement, shall not remove such instruments
from Minneapolis, Minnesota, or such other state in which the Custodian may at any time hold the Mortgage Files, unless it receives
an Opinion of Counsel (obtained by and delivered at the expense of the Person requesting the removal of such instruments)
that if the transfer of the Mortgage Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess
a first priority perfected security interest in such instruments.


 


(b)           
If the Servicer or the applicable Special Servicer, as applicable, (i) receives any request or demand for repurchase of the
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 Servicer or the applicable 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 such a Repurchase Request is forwarded to the Servicer or applicable Special Servicer by another party hereto), then
the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each,
a “15Ga-1 Notice”) to the Depositor and the Mortgage Loan Seller, in each case within ten Business Days from
such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means.


 


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


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.02(b) is so provided only to assist the Mortgage Loan Seller 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


 






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(ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(b)
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 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 Certificate Administrator or the Trustee receives a Repurchase Request, such party shall promptly
forward or otherwise provide written notice of such Repurchase Request to the Servicer or to the applicable Special Servicer,
if relating to the Mortgage Loan while a Servicing Transfer Event has occurred and is continuing, 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 WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series
2015-WPG requiring action by you as the “Repurchase Request Recipient” thereunder. Upon receipt of such Repurchase
Request by the Servicer or the applicable Special Servicer, as applicable pursuant to the prior sentence, 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(b) with respect
to such Repurchase Request.


 


If
the Depositor, the Certificate Administrator or the Trustee receives notice or has knowledge of a withdrawal of a Repurchase Request
of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the
applicable Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or such Special Servicer,
as applicable.


 


Section
2.03       Representations, Warranties and Covenants of the Depositor.

(a) The Depositor hereby represents and warrants to the Trustee for its own benefit and the benefit of the Certificateholders,
the Certificate Administrator, the Servicer and each Special Servicer, as of the date hereof and as of Closing Date, that:


 


(i)          
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its assets and conduct its business, and the Depositor has taken all necessary
action to authorize the execution, delivery and performance of this Agreement and the Mortgage Loan Purchase Agreement by it,
and has the full corporate power, legal right and authority to execute, deliver and perform this Agreement and the Mortgage Loan
Purchase Agreement and all the transactions contemplated hereby and thereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(ii)         
Both this Agreement and the Mortgage Loan Purchase Agreement have been duly and validly authorized, executed and delivered by
the Depositor and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitute the
legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with their respective terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium
or other laws relating to or affecting creditors’ rights generally, or by general


 






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principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and all requisite corporate
action has been taken by the Depositor to make this Agreement, the Mortgage Loan Purchase Agreement and all agreements contemplated
hereby valid and binding upon the Depositor in accordance with their terms;


 


(iii)        
The execution and delivery of this Agreement and the Mortgage Loan Purchase Agreement by the Depositor and the performance and
compliance with the terms of this Agreement and the Mortgage Loan Purchase Agreement by the Depositor will not conflict with any
provision of any law or regulation to which the Depositor is subject, or conflict with or result in a breach of any of the terms,
conditions or provisions of any of the Depositor’s organizational documents or any material agreement, material contract
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, in each case that would materially
and adversely affect the ability of the Depositor to carry out the
transactions contemplated by this Agreement and the Mortgage Loan Purchase Agreement;


 


(iv)        
There is no action, suit, proceeding or investigation pending or threatened against the Depositor that, either in any one instance
or in the aggregate, if adversely determined, would draw into question the validity of this Agreement or the Mortgage Loan Purchase
Agreement or of any action taken or to be taken in connection with the obligations of the Depositor contemplated herein or therein,
or that would be likely to impair materially the ability of the Depositor to perform under the terms of this Agreement or the
Mortgage Loan Purchase Agreement;


 


(v)         
The Depositor is not in violation of, and the execution and delivery of this Agreement and the Mortgage Loan Purchase Agreement
by the Depositor and its performance and compliance with the terms of this Agreement and the Mortgage Loan Purchase Agreement
will not constitute a violation with respect to, any order or decree of any court binding on the Depositor or any order or regulation
of any federal, state or municipal or governmental agency having jurisdiction over the Depositor, or result in the creation or
imposition of any lien, charge or encumbrance that, in any such event, would have consequences that would materially and adversely
affect the financial condition of the Depositor;


 


(vi)        
No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency
or body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this
Agreement and the Mortgage Loan Purchase Agreement or the consummation of the transactions contemplated by this Agreement and
the Mortgage Loan Purchase Agreement, other than those that have been obtained by the Depositor;


 


(vii)        The
transfer by the Depositor of the Mortgage Loans to the Trustee on behalf of the Certificateholders hereunder is not made with
any intent to hinder, delay or defraud any creditors of the Depositor and the Depositor has received reasonably equivalent value
and fair consideration for the assignment of the Mortgage Loans; the


 






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Depositor
is solvent and will not be rendered insolvent by such transfer and, immediately before and after giving effect to such transfer,
is able to pay its debts as they become due;


 


(viii)       There
has been no material adverse change in the financial position of the Depositor since its date of creation;


 


(ix)          The
Depositor is not involved in any litigation or arbitration proceeding relating to claims on amounts that are material in the context
of the issue of the Certificates, nor, so far as the Depositor is aware, is any such litigation or arbitration involving it pending
or threatened; and


 


(x)          
The transfer, assignment and conveyance of the Mortgage Loans by the Depositor to the Trustee is not subject to bulk transfer
laws or any similar statutory provisions in effect in any applicable jurisdiction.


  


(b)          It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery
of the respective Mortgage Files to the Certificate Administrator until the termination of this Agreement and full distribution
of funds in accordance herewith, and shall inure to the benefit of the Certificateholders and the Servicer and the Special Servicers.


 


(c)          Upon discovery by the Depositor, the Custodian, the Servicer, a Special Servicer, the Trustee or the Certificate Administrator
(without implying any duty of any such Person to make, or attempt to make, such a discovery) of a material breach of any representation,
warranty or covenant of the Mortgage Loan Seller in the Mortgage Loan Purchase Agreement with respect to any Mortgage Loan, or
that a material Defect exists, such Person shall give prompt written notice thereof to the other parties hereto, and upon receipt
of such notice the Servicer or applicable Special Servicer, as applicable, shall use commercially reasonable efforts to cause
the Mortgage Loan Sellers or a Mortgage Loan Seller, to the extent obligated to do so under the Mortgage Loan Purchase Agreement,
to cure such default or defect or repurchase such Mortgage Loan under the terms of and within the time period specified by the
Mortgage Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation
with respect to such matters; provided that any breach or document defect that would cause such mortgage loan not to be
a “qualified mortgage” within the meaning of Code Section 860G(a)(3), will be deemed to materially and adversely
affect the value of the related Mortgage Loan and the interests of the Certificateholders in the related Mortgage Loan, and with
respect to any such material breach or material document defect, the Mortgage Loan Sellers or a Mortgage Loan Seller will be required
to cure such defect or breach or to repurchase the Mortgage Loan at the Repurchase Price within ninety (90) days of the discovery
of such defect or breach.


 


(d)         
Upon receipt by the Servicer from the Mortgage Loan Seller of the Repurchase Price for a repurchased Mortgage Loan, the Servicer
shall deposit such amount in the Collection Account, and the Certificate Administrator, pursuant to Section 3.11,
shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt by the Servicer of the Repurchase Price
and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.03(d), release or cause
to be released to the Mortgage Loan Sellers the related


 






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Mortgage
File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or
warranty, as shall be prepared by the Servicer to vest in the Mortgage Loan Seller any Mortgage Loan released pursuant hereto,
and the Certificate Administrator, the Trustee and the Servicer shall have no further responsibility with regard to such Mortgage
Loan.


 


(e)         
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 and to be deemed to materially
and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Note, unless the Mortgage File contains a signed lost note affidavit and indemnity 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 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 (x) 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 Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable;
(e) with respect to the Pearlridge Mortgage Loan, the absence from the related Mortgage File of a copy of each Ground Lease; or
(f) the absence from the Mortgage File of any required letter of credit; provided, however, that no Defect
(except the Defects previously described in clauses (a) through (f) or a Defect that causes a Mortgage Loan to
be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3)) 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 Borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the 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 (x)
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 Certificate
Administrator or a Custodian on its behalf not later than 18 months following the Closing Date.


 


Section
2.04     Representations, Warranties and Covenants of the Servicer and the Special Servicers.
(a)(i) KeyBank National Association, as Servicer and Pearlridge Special Servicer, hereby represents and warrants to the other
parties hereto that as of the Closing Date:


 


(1)           it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the


 






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jurisdiction
where any Mortgaged Property is located to the extent required by applicable law and necessary to ensure the enforceability of
the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations
under this Agreement;


 


(2)           the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or
other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have
consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole
or its ability to perform its obligations hereunder, or materially
impair the ability of the Trust to realize on the Trust Fund;


 


(3)          this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject
to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to
the application of the rules of equity, including those respecting the availability of specific performance;


 


(4)         
it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(5)         
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(6)        
there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in
its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(7)         
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.08(c) hereof.


 


(ii)          Pacific
Life Insurance Company, as Scottsdale Special Servicer, hereby represents and warrants to the other parties hereto that as of
the Closing Date:


 


(1)         
it is a corporation duly organized, validly existing, and in good standing under the laws of the Nebraska; it is, and throughout
the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Mortgaged
Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in
accordance with the terms thereof and


 






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hereof;
it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct
its business and to execute, deliver, and comply with its obligations under this Agreement;


 


(2)         
the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or
other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have
consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole
or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Trust Fund;


 


(3)         
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject
to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to
the application of the rules of equity, including those respecting the availability of specific performance;


 


(4)         
it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(5)         
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required
for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(6)         
there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in
its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(7)         
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.08(c) hereof.


 


(b)        
It is understood and agreed that the representations and warranties of the Servicer and the applicable Special Servicer set forth
in this Section shall survive delivery of the respective Mortgage Files to the Certificate Administrator or the Custodian on behalf
of the Certificate Administrator until the termination of this Agreement and full distribution of all funds in accordance herewith,
and shall inure to the benefit of the Trustee, the Certificate Administrator, the Certificateholders and the Depositor. Upon discovery
by the Depositor, the Servicer, the applicable Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator
(or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties of the Servicer
or the applicable Special Servicer set


 






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forth
in this Section, the party discovering such breach shall give prompt written notice to the other parties hereto.


 


(c)         
The Certificate Administrator hereby represents and warrants to the Depositor, the Servicer, the Trustee and each Special Servicer,
and for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


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


 


(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, receivership, conservatorship, moratorium
and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors
of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates,
(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law
and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification
or contribution with respect to violations of securities laws;


 


(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;


 






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


 


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


 



(d)          The Trustee hereby represents and warrants to the Depositor, the Servicer, the Certificate Administrator and each Special Servicer
for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         
The Trustee 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 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, which breach or default, in the good faith and reasonable
judgment of the Trustee is likely to materially and adversely affect the ability of the Trustee to perform its obligations under
this Agreement;


 


(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, receivership, conservatorship, moratorium and other laws affecting the enforcement of
creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity,
regardless of whether such enforcement is considered in a


 






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proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws;


 


(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 either the ability of the Trustee to perform its obligations
under this Agreement or the financial condition of the Trustee;


 


(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 either the ability of the Trustee to perform its obligations under this Agreement or the financial condition
of the Trustee; and


 



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


 


Section
2.05       Execution and Delivery of the Certificates and Uncertificated Lower-Tier Interests.
The Certificate Administrator acknowledges the assignment to the Trustee of the Mortgage Loans and the delivery of the Mortgage
Files to the Custodian subject to the provisions of Section 2.01 and Section 2.02 and, concurrently with
such delivery, (i) acknowledges the contribution by the Depositor of, and hereby declares that it holds, the Mortgage Loans
and other property comprising the assets of the Lower-Tier REMIC on behalf of the Lower-Tier REMIC, (ii) acknowledges the
issuance of the Uncertificated Lower-Tier Interests and the Class LT-R Interest to the Depositor in exchange for the assets
comprising the Lower-Tier REMIC, (iii) acknowledges the contribution by the Depositor of, and hereby declares that it holds,
the Uncertificated Lower-Tier Interests and other property comprising the assets of the Upper-Tier REMIC on behalf of the Upper-Tier
REMIC, (iv) acknowledges the issuance of the Regular Certificates and the Class UT-R Interest to the Depositor in exchange
for the assets comprising the Upper-Tier REMIC, and (v) pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as directed
by the terms of this Agreement, the Regular Certificates and the Class R Certificates in authorized denominations, in each
case registered in the names set forth in such order or so directed in this Agreement and duly authenticated by the Authenticating
Agent, which Certificates and Uncertificated Lower-Tier Interests evidence ownership of the entire Trust Fund.


 






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Section
2.06       Miscellaneous REMIC Provisions. (a) The Class LA, Class LB, Class LC,
Class LPR-1, Class LPR-2, Class LSQ-1, Class LSQ-2 and Class LSQ-3 Uncertificated Interests are hereby designated as “regular
interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code.


 


(b)          The Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2 and Class SQ-3 Certificates are hereby
designated as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code.


 


The
Class LT-R Interest and Class UT-R Interest are hereby designated as representing the sole Classes of “residual interests”
in the Lower-Tier REMIC and the Upper-Tier REMIC, respectively, within the meaning of Section 860G(a)(2) of the Code.


 


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. The “latest possible maturity date” of the Uncertificated Lower-Tier Interests and the Regular Certificates
for purposes of Section 860G(a)(1) of the Code is the date that is the Rated Final Distribution Date.


 






(c)          None
of the Depositor, the Trustee, the Certificate Administrator, the Servicer or the applicable Special Servicer shall enter into
any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated
herein.


 


ARTICLE
III



ADMINISTRATION AND SERVICING

OF THE WHOLE LOANS


 


Section
3.01     Servicer to Act as Servicer; Administration of the Mortgage Loans. (a) The Servicer
and the applicable Special Servicer, each as an independent contract servicer, shall service and administer, either directly
or through sub-servicers, the Whole Loans, or, in the case of the applicable Special Servicer, the related Whole Loan, as a
collective whole, on behalf of the Trust Fund and the Trustee (as trustee for Certificateholders and as holder of the
Uncertificated Lower-Tier Interests) and the Companion Loan Holders, or, in the case of the applicable Special Servicer, the
related Companion Loan Holder, (as if they constituted a single lender), in accordance with Accepted Servicing Practices,
applicable law and the terms of the Mortgage Loan Documents and the Co-Lender Agreements. References herein to the servicing
or special servicing of the Whole Loans shall be deemed to include the servicing of the related REO Mortgage Loans, unless
the context otherwise requires in accordance with the provisions of Section 3.10(d).


 


The Servicer’s
or applicable Special Servicer’s liability for actions and omissions in its capacity as Servicer or Special Servicer, as
the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03). Subject
to any express limitations set forth in this Agreement and the Co-Lender Agreements and consistent with Accepted Servicing Practices,
the Servicer and the applicable Special Servicer shall seek to maximize the timely and complete recovery of principal and interest
on the Whole Loans; 






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provided, however,
that nothing herein contained shall be construed as an express or implied guarantee by the Servicer or applicable Special
Servicer of the collectability of the Whole Loans. Subject only to Accepted Servicing Practices, the Servicer and
the applicable Special Servicer shall each have full power and authority, acting alone or through sub-servicers (subject to
paragraph (c) of this Section 3.01 and to Section 3.02), to do or cause to be done any and all things in
connection with such servicing and administration that are consistent with Accepted Servicing Practices and in the best
interests of the Certificateholders and the Companion Loan Holders (as if such Certificateholders and Companion Loan Holders
constituted a single lender), including, without limitation, with respect to each Whole Loan, to prepare, execute and
deliver, on behalf of the Certificateholders, the Companion Loan Holders, the Certificate Administrator and the Trustee or
any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to
maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Section 3.28, any modifications,
waivers, consents or amendments to or with respect to any documents contained in, or that should have been contained in the
related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Whole Loans and the Mortgaged Properties. The Servicer
or the applicable Special Servicer, as applicable, shall deliver the originals of all instruments entered into pursuant to
the preceding sentence to the Custodian for inclusion in the Mortgage File. Subject to Section 3.11, the Trustee
shall, at closing, execute and deliver to the Servicer and the applicable Special Servicer a limited power of attorney in a
form mutually agreeable to Servicer or such Special Servicer, on the one hand, and the Trustee on the other and upon
request by a Servicing Officer such other documents prepared by the Servicer and applicable Special Servicer and necessary or
appropriate to enable the Servicer and such Special Servicer to carry out their servicing and administrative duties
hereunder; provided, however, that the Trustee shall not be held liable for any negligence with respect to, or
any misuse of any such power of attorney by the Servicer or such Special Servicer. Notwithstanding anything contained herein
to the contrary, neither the Servicer nor the applicable Special Servicer shall, without the Trustee’s and the
Certificate Administrator’s written consent: (i) initiate any action, suit or proceeding directly relating to the
servicing of a Whole Loan solely under the Trustee’s name without indicating the Servicer’s or such Special
Servicer’s, as applicable, 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 Servicer or such 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 Servicer or the applicable Special Servicer, as applicable, made in accordance
with the Accepted Servicing Practices) prior to filing such action, suit or proceeding), and shall not be required to obtain
the Trustee’s consent or indicate the Servicer’s or such Special Servicer’s, as applicable, representative
capacity), or (ii) take any action with the intent to cause, and that actually causes, the Trustee or the
Certificate Administrator to be registered to do business in any state.


 


(b)          Unless
the related Note or Loan Agreement requires a different application, the Servicer shall apply any Unscheduled Payment received
on a Whole Loan on a date other than a Payment Date first to interest accrued through the end of the Mortgage Loan Interest Accrual
Period in which such Unscheduled Payment occurs and then, the remainder of


 






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such
Unscheduled Payment to the principal balance of such Whole Loan as of the Payment Date immediately following the date of receipt
of such Unscheduled Payment.


 


(c)          Each
of the Servicer and the applicable Special Servicer may enter into sub-servicing agreements with third parties with respect
to any of its respective obligations hereunder; provided that (i) any such agreement shall be consistent with the
provisions of this Agreement; (ii) no sub-servicer retained by the Servicer or a Special Servicer, as applicable, shall grant
any modification, waiver or amendment to any Mortgage Loan or any related Companion Loan or foreclose on any Mortgage Loan or
any related Companion Loan or sell any Mortgage Loan or any related Companion Loan or REO Property without the approval of
the Servicer or the applicable Special Servicer, as applicable, which approval shall be given or withheld in accordance with
the procedures set forth in Section 3.28; (iii) such agreement shall be consistent with Accepted Servicing Practices
and no sub-servicing agreement shall relieve Servicer or such Special Servicer of its obligations hereunder; and (iv) the
terms of this Agreement, including any restrictions on the Servicer or such Special Servicer, as applicable, shall apply to
such sub-servicer. The Servicer or the applicable Special Servicer, as applicable, shall be responsible for all costs in
connection with employing any sub-servicer. No such third party shall be entitled to receive any amounts from the Trust Fund.
Any such sub-servicing agreement may permit the sub-servicer to delegate its duties to agents or subcontractors so long as
the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section
3.01(c).


 


Any sub-servicing agreement
entered into by the Servicer or the applicable Special Servicer, as applicable, shall provide that it may be assumed or terminated
without cause by the Trustee if the Trustee has assumed the duties of the Servicer or such Special Servicer, respectively, or any
successor Servicer or such Special Servicer, as applicable, without any cost, liability, obligation, penalty or termination fee
to the assuming or terminating party, the Trust Fund, upon the assumption by such party of the obligations of the Servicer or such
Special Servicer, as applicable, pursuant to Section 7.02. Notwithstanding the foregoing, the delegation of certain limited
functions (including appraisals, inspections, and insurance consultations) by the Servicer or applicable Special Servicer shall
not be considered sub-servicing agreements and shall not be subject to the provisions of this paragraph.


 


Any sub-servicing agreement,
and any other transactions or services relating to the Mortgage Loans or any related Companion Loans involving a sub-servicer,
shall be deemed to be between the Servicer or the applicable Special Servicer, as applicable, and such sub-servicer alone, and
the Trustee, the Certificate Administrator, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall
have no claims, rights, obligations, duties or liabilities with respect to the sub-servicer, except as set forth in Section
3.01(d).


 


(d)          If
the Trustee or any successor Servicer assumes the obligations of the Servicer, or if the Trustee or any successor Special Servicer
assumes the obligations of a Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor,
as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section
7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights
and obligations of the Servicer or such


 



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Special
Servicer, as applicable, under any sub-servicing agreement entered into by the Servicer or such Special Servicer, as applicable,
pursuant to Section 3.01(c), subject to the right of termination by the Trustee or such successor, as applicable, set forth
in Section 3.01(c). In such event, the Trustee or the successor Servicer or applicable Special Servicer, as applicable,
shall be deemed to have assumed all of the Servicer’s or the applicable Special Servicer’s interest, as applicable,
therein (but not any liabilities or obligations in respect of acts or omissions of the Servicer or such Special Servicer, as applicable,
prior to such deemed assumption) and to have replaced the Servicer or such Special Servicer, as applicable, as a party to such
sub-servicing agreement to the same extent as if such sub-servicing agreement had been assigned to the Trustee or such successor
Servicer or such successor Special Servicer, as applicable, except that the terminated Servicer or terminated Special Servicer,
as applicable, shall not thereby be relieved of any liability or obligations under such sub-servicing agreement that accrued prior
to the succession of the Trustee or the successor Servicer or the applicable successor Special Servicer, as applicable.


 


If the Trustee or
any successor Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Servicer or the
applicable Special Servicer, as applicable, upon request of the Trustee or such successor Servicer or such successor Special
Servicer, as applicable, the terminated Servicer or terminated Special Servicer shall at its own expense deliver to the
Trustee or such successor Servicer or such successor Special Servicer, as applicable, all documents and records relating to
any sub-servicing agreement and the Mortgage Loans and/or any related Companion Loans then being serviced thereunder and an
accounting of amounts collected and held by it, if any, and will otherwise use its best efforts to effect the orderly and
efficient transfer of any sub-servicing agreement to the Trustee or the successor Servicer or such successor Special
Servicer, as applicable. No appointment of a sub-servicer shall result in any additional expense to the Trustee, the
Certificateholders or the Trust Fund.


 


(e)          The
relationship of each of the Servicer and the applicable Special Servicer to the Trustee and Certificate Administrator 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.


 


(f)          The
parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders
under the related Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of each Whole
Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holders;
(ii) with respect to the allocation of expenses and losses relating to each Whole Loan, to the Trust, as holder of the related
Mortgage Loan, and to the related Companion Loan Holders and (iii) to the extent provided for under the related Co-Lender Agreement,
the consultation rights of the related Companion Loan Holders. With respect to each Whole Loan, the Servicer (if such Whole Loan
is not a Specially Serviced Mortgage Loan) or the applicable Special Servicer (if such Whole Loan has become a Specially Serviced
Mortgage Loan or the Mortgaged Property has been converted to an REO Property) shall prepare and provide to each Companion Loan
Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the
related Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing
related duties and obligations


 






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to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement.
In the event of any conflict between this Agreement and the related Co-Lender Agreement, the terms of the related Co-Lender Agreement
shall control with respect to each Whole Loan.


 


(g)          Notwithstanding
anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance of delinquent scheduled
monthly payments of principal or interest with respect to any Companion Loan or any Administrative Advance with respect to any
Companion Loan.


 


(h)          To
the extent required under the Mortgage Loan Documents or the related Co-Lender Agreement, the Servicer shall, on behalf of the
applicable lender, maintain a note register for each Whole Loan in accordance with the Mortgage Loan Documents or the related Co-Lender
Agreement.


 


Section
3.02     Liability of the Servicer. Notwithstanding any sub-servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the Servicer or the applicable Special Servicer
and any Person acting as sub-servicer (or its agents or subcontractors) or any reference to actions taken through any Person
acting as sub-servicer or otherwise, the Servicer and the applicable Special Servicer, as applicable, shall remain obligated
and primarily liable to the Certificate Administrator, the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans serviced thereby in accordance with the provisions of this Agreement without diminution
of such obligation or liability by virtue of such sub-servicing agreements or arrangements or by virtue of indemnification
from the Depositor or any other Person acting as sub-servicer (or its agents or subcontractors) to the same extent and under
the same terms and conditions as if the Servicer or applicable Special Servicer, as applicable, alone were servicing and
administering the Mortgage Loans. Each of the Servicer and the Special Servicers shall be entitled to enter into an agreement
with any sub-servicer providing for indemnification of the Servicer or the applicable Special Servicer, as applicable, by
such sub-servicer. Nothing contained in this Agreement shall be deemed to limit or modify such indemnification and no such
agreement for indemnification shall be deemed to limit or modify this Agreement.


 


Section
3.03     Collection of Certain Mortgage Loan Payments. The Servicer (with respect to each
Mortgage Loan that is not a Specially Serviced Mortgage Loan) or the applicable Special Servicer (with respect to the
applicable Specially Serviced Mortgage Loan), as applicable, shall use its reasonable efforts, consistent with Accepted
Servicing Practices, to collect all payments called for under the terms and provisions of the Mortgage Loans and to collect
income statements, rent rolls and other property related information from the related Borrowers, as required by the Mortgage
Loan Documents and the terms hereof and the applicable Special Servicer shall provide copies thereof to the Servicer as
provided herein. The Servicer shall provide reasonable advance notice to the applicable Special Servicer and Borrowers of
Balloon Payments coming due. The Servicer or Special Servicer, as applicable, may waive any late payment charge in accordance
with Accepted Servicing Practices.


 


Section
3.04     Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a) With
respect to each Mortgage Loan (other than any REO Mortgage Loan), the


 






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Servicer shall
maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments and
other similar items that are or may become a lien on the related Mortgaged Property and the status of insurance premiums
payable with respect thereto. From time to time, the Servicer shall (i) use reasonable efforts to obtain all bills for the
payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such Mortgaged
Properties prior to the applicable penalty or termination date (or with respect to Mortgage Loans with no Escrow Accounts for
such purpose, upon determining (using efforts consistent with Accepted Servicing Practices) that the Borrower has not made
such payment), in each case employing for such purpose Escrow Payments as allowed under the terms of the related Mortgage
Loan. If a Borrower fails to make any such payment on a timely basis or collections from the Borrower are insufficient to pay
any such item before the applicable penalty or termination date, the Servicer shall advance the amount of any shortfall as a
Servicing Advance unless the Servicer determines in accordance with Accepted Servicing Practices that such Advance would be a
Nonrecoverable Advance. The Servicer shall be entitled to reimbursement of Advances, with Advance Interest Amounts, that it
makes pursuant to the preceding sentence from amounts received on or in respect of the related Mortgage Loan in respect of
which such Advance was made or if such Advance has become a Nonrecoverable Advance, from amounts received on the other
Mortgage Loans, in each case to the extent permitted by Section 3.06. No costs incurred by the Servicer in effecting
the payment of taxes and assessments on a Mortgaged Property shall, for the purpose of calculating distributions to
Certificateholders, be added to the amount owing under the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit.


 


(b)          The
Servicer shall segregate and hold all funds collected and received by it pursuant to any Mortgage Loan constituting Escrow Payments
separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated custodial
accounts (each, an “Escrow Account”), which may be subaccounts of the related Lock Box Accounts or Cash Collateral
Account, into which all Escrow Payments shall be deposited within two Business Days after receipt of properly identified funds.
The Servicer shall also deposit into each Escrow Account any amounts representing losses on Permitted Investments pursuant to Section
3.07(c) and into the applicable Escrow Account any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds that are
required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts
shall be Eligible Accounts (except to the extent the related Mortgage Loan requires Escrow Payments to be held elsewhere) and shall
be entitled “KeyBank National Association, as Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of Holders of JP Morgan Chase Commercial Mortgage Securities Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG and Various Borrowers’ Escrow Account.” Withdrawals from an Escrow Account may be made by the Servicer
only:


 


(i)            to
effect timely payments of items constituting Escrow Payments for the related Mortgage;


 


(ii)           to
transfer funds to the Collection Account (or sub-account thereof) to reimburse the Servicer or the Trustee (or the Trust, in the
case of a Nonrecoverable Advance reimbursed from general collections on the Mortgage Loans), as applicable, for any Advance relating
to Escrow Payments, but only from amounts received with respect


 



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to the related Mortgage Loan that represent late collections of
Escrow Payments thereunder and only to the extent consistent with the terms of the related Mortgage Loan and this Agreement;


 


(iii)          for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and Accepted
Servicing Practices;


 


(iv)         to
pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Borrower under law or by the terms of the Mortgage Loan, or otherwise to the
Servicer;


 


(v)          to
remove any funds deposited in the Escrow Account that were not required to be deposited therein;


 


(vi)         to
clear and terminate the Escrow Account upon the termination of this Agreement; and


 


(vii)        as
may otherwise be required or permitted by terms of the related Mortgage Loan.


 


Section 3.05     Collection
Account; Lower-Tier Distribution Account; Upper-Tier Distribution Account; Interest Reserve Account.


 


(a)          The
Servicer shall establish and maintain the Collection Account in the Trustee’s name, for the benefit of the Certificateholders
and the Trustee as the Holder of the Uncertificated Lower-Tier Interests. The Collection Account shall be established and maintained
as an Eligible Account. Amounts attributable to the Mortgage Loans will be assets of the Lower-Tier REMIC. The Servicer shall deposit
or cause to be deposited within one (1) Business Day of receipt of properly identified available funds (in the case of payments
by Borrowers or other collections on the Whole Loans), except as otherwise specifically provided herein, the following payments
and collections received or made by or on behalf of it on or after the Closing Date:


 


(i)           all
payments on account of principal on the Whole Loans, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on the Whole Loans and the interest portion of all Unscheduled Payments, including Default Interest,
and all Yield Maintenance Default Premiums;


 


(iii)         any
amounts required to be deposited pursuant to Section 3.07(c), in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;


 


(iv)         all
Net REO Income transferred from an REO Account pursuant to Section 3.18(b) and all other Net Insurance Proceeds, Net Condemnation
Proceeds and Net Liquidation Proceeds not otherwise deposited pursuant to clauses (i) and (ii) above


 



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together with
any amounts representing recoveries of Workout-Delayed Reimbursement Amounts (or Unliquidated Advances) or Nonrecoverable Advances
and interest thereon in respect of the related Whole Loans;


 


(v)          any
amounts received from Borrowers that represent recoveries of Servicing Advances, to the extent not permitted to be retained by
the Servicer as provided herein;


 


(vi)        all
Insurance Proceeds and Condemnation Proceeds and Liquidation Proceeds received in respect of any Whole Loan or REO Property together
with any recovery of Unliquidated Advances in respect of the related Whole Loans not otherwise deposited pursuant to clauses
(i), (ii) and (iv) above;


 


(vii)       any
Compensating Interest; and


 


(viii)      any
other amounts collected or received in respect of any Whole Loan that are not contemplated hereunder to be paid to the Servicer
or the applicable Special Servicer.


 



Notwithstanding the foregoing
requirements, the Servicer need not deposit into the Collection Account any amount that the Servicer would be authorized to withdraw
immediately from such account in accordance with the terms of Section 3.12 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with
the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Borrowers in the nature of escrow payments, extension fees (if any), charges for beneficiary
statements or demands, Assumption Fees, assumption application fees, consent fees, Modification Fees, defeasance fees (if any),
loan transaction fees or amounts collected for Borrower checks returned for insufficient funds or similar fees need not be deposited
by the Servicer in the Collection Account. If the Servicer deposits in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
Charges for beneficiary statements or demands, extension fees (if any), Assumption fees, assumption application fees, consent fees,
Modification Fees or amounts collected for Borrower checks returned for insufficient funds and actually received from Borrowers
on Specially Serviced Mortgage Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 


(b)          [Reserved]


 


(c)          [Reserved]


 


(d)          The
Certificate Administrator shall be deemed to establish and maintain the Lower-Tier Distribution Account in the name of the Certificate
Administrator, for the benefit of the Trustee, the Certificateholders and the Trustee as the Holder of the Uncertificated


 





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Lower-Tier
Interests. The Lower-Tier Distribution Account shall be established and maintained as an Eligible Account or a subaccount thereof.
With respect to each Distribution Date, the Certificate Administrator shall first withdraw or be deemed to withdraw from the Lower-Tier
Distribution Account and deposit or be deemed to deposit in the Upper-Tier Distribution Account on or before such date, in each
case, the amounts of Available Funds and Yield Maintenance Default Premiums to be distributed in respect of the Uncertificated
Lower-Tier Interests, pursuant to Section 4.01(a) on such Distribution Date or distributed to the Class R Certificates (in
respect of the Class LT-R Interest), as applicable, pursuant to Section 4.01(a). Any amounts paid by any party hereto to
indemnify the Trust Fund pursuant to any provision hereof shall be delivered to the Certificate Administrator and deemed to be
deposited in the Lower-Tier Distribution Account.


 


(e)          The
Certificate Administrator shall be deemed to establish and maintain the Upper-Tier Distribution Account in the name of the Trustee,
for the benefit of the Certificateholders. The Upper-Tier Distribution Account shall be established and maintained as an Eligible
Account or a sub-account thereof. The Certificate Administrator shall withdraw or be deemed to withdraw from the Upper-Tier Distribution
Account amounts distributable in respect of the Regular Certificates or the Class UT-R Interest pursuant to Section 4.01(b).


 


(f)          The
Certificate Administrator shall establish and maintain the Distribution Account in the name of the Trustee, for the benefit of
the Certificateholders. Notwithstanding anything herein to the contrary, the Lower-Tier Distribution Account and the Upper-Tier
Distribution Account may be maintained as subaccounts of the Distribution Account; provided that accounts shall be maintained
in a manner sufficient to identify the deposits made or deemed made thereto and withdrawals made or deemed made therefrom.


 


(g)          The
Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution Account)
(the “Interest Reserve Account”) on behalf of the Trustee for the benefit of the holders of the Regular Certificates.
Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on
any Distribution Date occurring in any January that occurs in a year that is not a leap year (unless, in either case, such Distribution
Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal
to one day’s net interest collected on the principal balance of the Mortgage Loans as of the Payment Date occurring in the
month preceding the month in which such Distribution Date occurs at the Mortgage Rate (net of the Administrative Cost Rate payable
therefrom and exclusive of Default Interest) to the extent a full Scheduled Monthly Payment in respect of each Mortgage Loan or
a Monthly Advance is made in respect thereof (all amounts so deposited in any consecutive January and February, “Withheld
Amounts”). On each Distribution 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 and February, if any, and transfer such amounts into the Distribution Account.


 


(h)          Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.07. The
Servicer shall give written notice to the Trustee and the Certificate Administrator of the location and account number of the Collection


 






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Account and shall notify the Trustee and the Certificate Administrator in writing prior to any subsequent change thereof.


 


(i)           For
the avoidance of doubt, the Collection Account, the Lower-Tier Distribution Account, the Interest Reserve Account and each REO
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC
and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account) will be
owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


Section
3.06     Permitted Withdrawals from the Collection Account. (a) The Servicer may, from time
to time, make withdrawals from the Collection Account (or the applicable subaccount thereof) for any of the following
purposes (without duplication of the same payment or reimbursement), the order below not constituting an order of priority
for such withdrawals:


 


(i)           by
4:00 p.m. (New York City time) on each Servicer Remittance Date to remit to the Certificate Administrator for deposit in the
Lower-Tier Distribution Account, the amounts in the Collection Account that are included in the Pooled Available Funds and
Loan Specific Available Funds and any Yield Maintenance Default Premiums received during the prior Due Period allocable to
the Mortgage Loans;


 


(ii)          to
pay or reimburse the Servicer or the Trustee, as applicable, for Administrative Advances, Servicing Advances and Advance Interest
Amounts thereon in each case out of amounts received with respect to the applicable Whole Loan first, out of any Default Interest
and late payment charges collected during the Due Period immediately preceding such Distribution Date, second, from any late payments
or collections from the related Borrower, Net Liquidation Proceeds, Net Insurance Proceeds, Net Condemnation Proceeds or Net REO
Income received on or in respect of such Whole Loan or the related REO Property respecting which such Advance was made, in each
case, in accordance with the related Co-Lender Agreement;


 


(iii)         to
pay or reimburse the Servicer or the Trustee for Monthly Advances with respect to any Mortgage Loan and Advance Interest Amounts
thereon in each case out of amounts received with respect to the applicable Whole Loan to the extent allocable to the related Mortgage
Loan in accordance with the related Co-Lender Agreement first, out of any Default Interest and late payment charges collected during
the Due Period immediately preceding such Distribution Date, second, from any late payments or collections from the related Borrower,
Net Liquidation Proceeds, Net Insurance Proceeds, Net Condemnation Proceeds or Net REO Income received on or in respect of such
Mortgage Loan or the related REO Property respecting which such Advance was made;


 


(iv)         to
remit to the Certificate Administrator for deposit into the Lower-Tier Distribution Account, an amount equal to the Certificate
Administrator Fee for such Mortgage Loan;


 






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(v)          to
pay on or before each Servicer Remittance Date to the Servicer as compensation, any aggregate unpaid Servicing Compensation; provided
that the Servicer’s rights to payment of Servicing Fees pursuant to this clause (v) with respect to any Mortgage Loan,
Companion Loans or REO Mortgage Loan, as applicable, are limited to amounts received on or in respect of such Mortgage Loan or
Companion Loans (whether in the form of payments, Liquidation Proceeds, Net Insurance Proceeds or REO Income), that are allocable
as recovery of interest thereon;


 


(vi)         to
pay on or before each Servicer Remittance Date to the applicable Special Servicer, as compensation, the aggregate unpaid Special
Servicing Compensation (if any, including any Workout Fee or portion of a Liquidation Fee due to a previous Special Servicer) with
respect to any Whole Loan, Specially Serviced Mortgage Loan, Rehabilitated Mortgage Loan or REO Mortgage Loan, remaining unpaid
first, out of related REO Income, Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds received on
the related Whole Loan or REO Property, and then from other collections received on the related Whole Loan or REO Property,
and then out of general collections on the Mortgage Loans and REO Properties (the Servicer may rely on a certification of
the applicable Special Servicer as to amounts of Special Servicing Compensation to be withdrawn pursuant to this clause (vi));


 




(vii)        Reserved;


 


(viii)       Reserved;


 


(ix)         to
reimburse the Trustee and itself, as applicable (in that order) for Nonrecoverable Advances and Advance Interest Amounts thereon
first, out of REO Income, Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds received on the related
Whole Loan (or, in the case of Monthly Advances, the related Mortgage Loan), then, out of general collections on the Pooled
Mortgage Loans and REO Properties; provided, however, that notwithstanding the foregoing and subject to Section
3.06(b), if the Servicer or the Trustee believes that it is in the best interest of the holders of the Certificates, as a collective
whole, it may, at its sole option, reimburse itself or request that it be reimbursed, as applicable, for Advances that are Nonrecoverable
Advances in installments over time and such Advance will continue to earn Advance Interest Amounts until reimbursed; provided,
further, however, if the Servicer or the Trustee reimburses itself out of general collections on deposit in the Collection
Account for any Advance and/or Advance Interest Amounts that it has determined is a Nonrecoverable Advance, then such reimbursement
shall be subject to Section 1.04 and with respect to the Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the related Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to this
clause;


 


(x)           to
pay itself, with respect to any Whole Loan or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (v) above following a Final Recovery Determination made with respect to such Whole Loan or REO Property and
the deposit into the Collection Account of all amounts received in connection therewith;


 






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(xi)          to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06(a), to reimburse or pay the Servicer,
the Trustee, a Special Servicer, the Depositor, the Certificate Administrator or CREFC®, as applicable, for Additional
Trust Fund Expenses and other unpaid items specified in any other provision of this Agreement pursuant to which such Person is
entitled to reimbursement or payment, to the extent provided herein, it being acknowledged that this clause (xi) shall not
be deemed to modify the substance of any such provisions, including the provisions that set forth the extent to which one of the
foregoing Persons is or is not entitled to payment or reimbursement;


 


(xii)         to
pay, in accordance with Section 3.12(f), certain servicing expenses with respect to such Whole Loan that would, if advanced,
constitute Nonrecoverable Advances;


 


(xiii)        to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the
Lower-Tier REMIC or the Upper-Tier REMIC under the circumstances and to the extent described in Section 4.05;


 


(xiv)        to
pay from time to time to the Servicer in accordance with Section 3.07(c) any interest or investment income earned on funds
deposited in the Collection Account;


 


(xv)         to
reimburse itself, a Special Servicer, the Certificate Administrator or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any material breach or material Defect giving rise to a repurchase obligation
or cure of a material breach or material document defect on the part of a Mortgage Loan Seller, including, without limitation,
any expenses arising out of the enforcement of the repurchase or cure obligation, together with Advance Interest Amounts thereon,
each such Person’s right to reimbursement pursuant to this clause (xv) that results in the repurchase of such Mortgage
Loan being limited to that portion of the Repurchase Price paid for such Mortgage Loan that represents such expense in accordance
with the definition of Repurchase Price to the extent the Mortgage Loan Seller has repurchased such Mortgage Loan;


 


(xvi)        to
withdraw or debit any amount deposited into the Collection Account that was not required to be deposited therein;


 


(xvii)       [Reserved]


 


(xviii)   
  to remit to CREFC®, the CREFC® Intellectual Property Royalty License Fee;


 


(xix)        if
all or a portion of any Companion Loans is part of an Other Securitization Trust, to the extent required by the related Co-Lender
Agreement, to pay the applicable party to the related Other Pooling and Servicing Agreement for any interest accrued on Companion
Loan Advances made thereby;


 






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(xx)         to
make any other required payments (other than payments under clause (xix) above and normal monthly remittances and reimbursements
pursuant to clause (xxi) below) due under the related Co-Lender Agreement to the holders of the Companion Loans;


 


(xxi)        to
remit to the holders of the Companion Loans all remaining amounts on deposit in the Collection Account payable thereto pursuant
to the related Co-Lender Agreement with respect to the Companion Loans, exclusive of any amounts reimbursable to the Servicer,
the Special Servicers, the Trustee or the Trust and allocable to the Companion Loans in accordance with the related Co-Lender Agreement;
and


 


(xxii)       to
clear and terminate the Collection Account pursuant to Section 10.01.


 


Notwithstanding
the foregoing, with respect to any Servicer Remittance Date, in no event shall the Servicer be permitted to make a withdrawal
pursuant to clauses 3.06(a)(ii)-(vi), (xi), (xii), (xiv) and (xviii) which relate to a
particular Mortgage Loan to the extent that amount is reimbursable by the related Borrower pursuant to the related Mortgage
Loan Documents from the Collection Account, if, as a result of such withdrawal, the amount on deposit in the Collection
Account after giving effect to such withdrawal would be less than the Required Advance Amount; provided that the
Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in the
Collection Account that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection
Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply upon (1) the final liquidation of such
Mortgage Loan or the related Mortgaged Property securing such Mortgage Loan, (2) the final payment of such Mortgage Loan and
release of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances in
the aggregate such that it would be a Nonrecoverable Advance. The Servicer shall advance, to the extent it determines that
such amounts are recoverable, that such amounts are reimbursable by the related Borrower pursuant to the related Mortgage
Loan Documents and that such amounts have not been paid by the related Borrower, all amounts owed to itself, the Special
Servicers, the Trustee or CREFC® pursuant to clauses 3.06(a)(ii) (with respect to the Special Servicers
and the Trustee only), (iii) (with respect to the Trustee only), (iv), (v) (other than the Servicing Fee), (vi), (xi), (xii)
and (xviii) on the Remittance Date and such amounts (other than unreimbursed Advances made by the Servicer, which shall
continue to remain outstanding), shall be “Administrative Advances”. All Administrative Advances shall
accrue interest in accordance with Section 3.24. Notwithstanding any provision herein, the Servicer shall not
be obligated to make any Administrative Advance that it determines, together with Advance Interest thereon, will constitute a
Nonrecoverable Advance if made.


 


(b)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the 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 3.06(a)(ix) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such
portion of the Nonrecoverable Advance during the one month collection


 






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period ending on
the then-current Determination Date, for successive one-month periods for a total period not to exceed 12 months, and any
election to so defer or not to defer shall be deemed to be in accordance with Accepted Servicing Practices or, with respect
to the Trustee, in good faith and none of the Servicer, the Trustee or the other parties to this Agreement shall have any
liability to one another or to any of the Certificateholders 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.
Notwithstanding the foregoing, at any time after such a determination to obtain reimbursement over time, the Servicer or the
Trustee, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately. If
the 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 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 Servicer or the Trustee shall further be authorized to wait for
principal collections on the Mortgage Loans to be received until the end of such collection period before making its
determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof). The
fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not, with respect to the Servicer, constitute a violation of
Accepted Servicing Practices and/or, with respect to the Trustee, constitute a violation of any fiduciary duty to
Certificateholders or contractual duty hereunder.


 


If the Servicer or the
Trustee, as applicable, is reimbursed out of general collections for any unreimbursed Advances that are determined to be Nonrecoverable
Advances (together with any Advance Interest Amounts), then (for purposes of calculating distributions on the Certificates) such
reimbursement and payment of interest shall be deemed to have been made: first, out of the Certificate Principal Distribution
Amount (first, related to the related Loan Specific Certificates and then related to the Pooled Certificates) that, but for its
application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amounts, would be included in the Certificate
Principal Distribution Amount for any subsequent Distribution Date, and second, out of other amounts that, but for their
application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amounts, would be included in the related
Loan Specific Available Funds and then the Available Funds, in each case, for any subsequent Distribution Date.


 


If one or more unreimbursed
Workout-Delayed Reimbursement Amounts exist, then such Workout-Delayed Reimbursement Amounts will be reimbursable only from amounts
in the Collection Account that represent collections of principal on the Mortgage Loans net of any amounts applied to pay any Nonrecoverable
Advances or interest thereon.


 






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If and to the extent
that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Workout-Delayed Reimbursement Amount,
then the Certificate Principal Distribution Amount for such Distribution Date shall be reduced, to not less than zero, by the amount
of such reimbursement. If and to the extent (i) such Workout-Delayed Reimbursement Amount is reimbursed out of the Certificate
Principal Distribution Amount as contemplated above and (ii) the particular item for which such Workout-Delayed Reimbursement Amount
was originally made is subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then
the Certificate Principal Distribution Amount for the Distribution Date that corresponds to the Due Period in which such item was
recovered shall be increased by an amount equal to the lesser of (A) the amount of such item and (B) any previous reduction in
the Certificate Principal Distribution Amount for a prior Distribution Date as contemplated in the paragraph above resulting from
the reimbursement of the subject Workout-Delayed Reimbursement Amount.


 


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


 


The Certificate Administrator,
the Trustee, each Special Servicer and the Servicer shall in all cases have a right prior to the holders of the Certificates to
any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing Compensation
(including investment income), Certificate Administrator Fees (including the Trustee Fee), Special Servicing Compensation, Advances,
Advance Interest Amounts and their respective expenses hereunder to the extent such fees and expenses are to be reimbursed or paid
from amounts on deposit in the Collection Account pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee,
each Special Servicer and the Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of any federal, state or local taxes imposed on the
Lower-Tier REMIC or the Upper-Tier REMIC.


 


Section 3.07
  Investment of Funds in the Collection Account, the REO Account, the Lock Box Accounts, the Cash Collateral
Accounts and the Reserve Accounts. (a) The Servicer (or with respect to any REO Account, the applicable Special
Servicer), may direct any depository institution maintaining the Collection Account, any Borrower Accounts (subject to the
second succeeding sentence) and any REO Account (each, for purposes of this Section 3.07, an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest
or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on
which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by


 






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the Servicer or a
Special Servicer to invest funds on deposit in an Investment Account shall be in writing to the depository institution
maintaining such Investment Account. In the case of any Escrow Account, Lock Box Account, Cash Collateral Account or Reserve
Account (the “Borrower Accounts”), the Servicer (to the extent not inconsistent with the related Mortgage
Loan Documents) shall act upon the written request of the related Borrower or Manager to the extent the Servicer is required
to do so under the terms of the respective Mortgage Loan or related documents, provided that in the absence of
appropriate written instructions from the related Borrower or Manager meeting the requirements of this Section 3.07,
the Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in
Permitted Investments; provided, further, to the extent any Borrower is required to obtain the Servicer’s
consent to the investment of funds in any Borrower Account, the Servicer shall permit such accounts to be invested only in
Permitted Investments or as permitted in the related Mortgage Loan Documents. To the extent not inconsistent with the terms
of the related Mortgage Loan, each Borrower Account shall be an Eligible Account. All such Permitted Investments shall be
held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such) or in the name of a nominee of the Trustee. The Servicer (or the applicable Special
Servicer, with respect to the REO Account), acting on behalf of the Trustee, shall (and Trustee hereby designates the
Servicer (or the applicable Special Servicer, with respect to the REO Account) as the Person that shall) (i) be the
“entitlement holder” of any Permitted Investment of amounts in an Investment Account that is a “security
entitlement” and (ii) maintain “control” of any Permitted Investment of amounts in an Investment Account
that constitutes either a “certificated security” or an “uncertificated security.” For purposes of
this Section 3.07(a), the terms “entitlement holder,” “security entitlement,”
“control,” “certificated security” and “uncertificated security” shall have the meanings
given such terms in Revised Article 8 (1994 Revision) of the UCC, and “control” of any Permitted Investment by
the Servicer (or the applicable Special Servicer, with respect to the REO Account) shall constitute “control” by
a Person designated by, and acting on behalf of, the Trustee for purposes of Revised Article 8 (1994 Revision) of the
UCC.


 


(b)          The
Certificate Administrator may invest funds on deposit in the Lower-Tier Distribution Account or the Upper-Tier Distribution Account
(each a “Certificate Administrator Investment Account”) in the Permitted Investments that bear interest or are
sold at a discount, and that mature, unless payable on demand, no later than the Business Day before the Business Day that such
funds are required to be withdrawn from such Certificate Administrator Investment Account and distributed to the Certificateholders
pursuant to this Agreement. All income and gain (net of losses) realized from investment of funds deposited in the Certificate
Administrator Investment Accounts shall be for the benefit of the Certificate Administrator and, if held in the Certificate Administrator
Investment Accounts shall be subject to withdrawal by the Certificate Administrator, in accordance with Section 3.06. The
Certificate Administrator shall deposit from its own funds into the Distribution Account, the amount of any loss incurred in respect
of any investment of funds in a Certificate Administrator Investment Account immediately upon realization of such loss; provided,
however, that the Certificate Administrator may reduce the amount of such payment to the extent of any investment income
and gain in such Certificate Administrator Investment Account that would be otherwise payable to it. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in a Certificate Administrator Investment Account
shall be made in the name of the Certificate Administrator (in its capacity as such) or in the name of a nominee of the Certificate


 






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Administrator. The Certificate Administrator shall (i) be the “entitlement holder” of any Permitted Investment of amounts
in a Certificate Administrator Investment Account that is a “security entitlement” and (ii) maintain “control”
of any Permitted Investment of amounts in a Certificate Administrator Investment Account that constitutes either a “certificated
security” or an “uncertificated security.” For purposes of this Section 3.07(a), the terms “entitlement
holder,” “security entitlement,” “control,” “certificated security” and “uncertificated
security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and “control”
of any Permitted Investment by the Certificate Administrator shall constitute “control” for purposes of Revised Article
8 (1994 Revision) of the UCC. Notwithstanding the foregoing, the Certificate Administrator in its capacity as Certificate Administrator,
shall not be responsible for any loss from any such investment 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, so long as such account is an
Eligible Account at the time such investment was made. Notwithstanding anything herein to the contrary, for so long as Wells Fargo
Bank, National Association serves as Certificate Administrator, all funds held by the Certificate Administrator shall remain uninvested.


 


(c)          All
income and gain (net of losses) realized from investment of funds deposited in any Investment Account shall be for the
benefit of the Servicer (except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be
for the benefit of the related Borrower to the extent required under the Mortgage Loan or applicable law, and (ii) any REO
Account, which shall be for the benefit of the applicable Special Servicer) and, if held in the Collection Account or REO
Account shall be subject to withdrawal by the Servicer or the applicable Special Servicer, as applicable, in accordance with Section
3.06 or Section 3.18(b), as applicable. The Servicer (or with respect to any REO Account, the applicable Special
Servicer) shall deposit from its own funds into the Collection Account or any REO Account, as applicable, the amount of any
loss incurred in respect of any investment of funds therein immediately upon realization of such loss; provided, however,
that the Servicer or applicable Special Servicer, as applicable, may reduce the amount of such payment to the extent of any
investment income and gain in such Investment Account that would be otherwise payable to it. The Servicer shall also deposit
from its own funds in any Borrower Account the amount of any loss incurred in respect of the investment of funds therein,
except to the extent that amounts are invested for the benefit of the Borrower under the terms of the Mortgage Loan or
applicable law. Notwithstanding the foregoing 2 sentences, neither the Servicer nor the applicable Special Servicer, in their
respective capacities as Servicer and as the applicable Special Servicer, shall be responsible for any loss from any such
investment if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository
institution or trust company that was not an Affiliate that holds such investment, so long as such account is an Eligible
Account at the time such investment was made, except where the Servicer fails to move funds to another Eligible Account
within 30 days of the date of such insolvency.


 


(d)          The
Certificate Administrator and the Trustee shall have no responsibility or liability with respect to the investment directions of
the Servicer, the Special Servicers or the Depositor or any losses resulting therefrom, whether from Permitted Investments or otherwise.
No Servicer or Special Servicer, shall have any responsibility or liability with respect to the investment directions of the Depositor,
the Trustee, the Certificate Administrator, the Servicer (with respect to the either Special Servicer only), either Special Servicer
(with respect to the


 






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Servicer only), any Borrower or Manager, as applicable, or any losses resulting therefrom, whether from Permitted
Investments or otherwise. If amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Servicer (or the applicable Special Servicer or the Depositor, as applicable) shall:


 


(x)          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 (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and


 


(y)          demand
payment of all amounts due thereunder promptly upon determination by the Servicer (or the applicable Special Servicer or Depositor,
as applicable) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit
in the related Investment Account.


 


(e)          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 Certificate
Administrator, upon receipt of written notice, shall promptly notify the Certificateholders and 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. If
the Certificate Administrator takes any such action, the Certificateholders requesting such action shall pay or reimburse the
Certificate Administrator for all reasonable out of pocket expenses, disbursements and advances incurred or made by the
Certificate Administrator in connection therewith. The Certificate Administrator shall use reasonable efforts in recovering
any such amounts from the Person responsible for such costs.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The
Servicer (with respect to the Mortgage Loans) shall use its efforts consistent with Accepted Servicing Practices to cause the Borrower
to maintain, to the extent required by the terms of the related Mortgage Loan Documents and taking into account the insurance in
place at closing, all insurance coverage as is required under the related Mortgage Loan except to the extent that the failure of
the related Borrower to do so is an Acceptable Insurance Default. If the related Borrower does not so maintain such insurance coverage,
subject to its recoverability determination with respect to any required Servicing Advance, the Servicer (with respect to the Mortgage
Loans) 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 Servicer and, if available, can be obtained at commercially reasonable
rates, as determined by the Servicer (with respect to the Mortgage Loans) except to the extent that the failure of the related
Borrower to do so is an Acceptable Insurance Default as determined by the applicable Special Servicer; provided, however,
that if any Mortgage permits the holder thereof to dictate to the Borrower the insurance coverage to be maintained on such Mortgaged
Property, the Servicer shall impose such insurance requirements as are consistent with Accepted Servicing Practices taking into
account the insurance in place at the closing of the


 






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Mortgage Loan, provided that,
with respect to the immediately preceding proviso, the Servicer will be obligated to use efforts consistent with
Accepted Servicing Practices to cause the related Borrower to maintain (or to itself maintain) insurance against property
damage resulting from terrorist or similar acts unless the related Borrower’s failure is an Acceptable Insurance
Default (as determined by the applicable Special Servicer) and only in the event the Trustee has an insurable interest
therein and such insurance is available to the Servicer and, if available, can be obtained at commercially reasonable rates.
The Servicer and Special Servicers will be entitled to rely on insurance consultants (at the Servicer’s expense, or
with respect to the applicable Special Servicer, as an expense of the Trust) in determining whether any insurance is
available at commercially reasonable rates. Subject to Section 3.18 and the costs of such insurance being reimbursed
or paid to the applicable Special Servicer as provided in the second-to-last sentence of this paragraph, the applicable
Special Servicer shall maintain for each related REO Property no less insurance coverage than was previously required of the
related Borrower under the related Mortgage Loan, unless such Special Servicer 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
Servicer shall be entitled to conclusively rely on such Special Servicer’s determination. All Insurance Policies
maintained by the Servicer or a Special Servicer shall (i) contain a “standard” mortgagee clause, with
loss payable to the Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans other
than REO Properties) or to the applicable 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, or (y) the outstanding principal balance owing
on the related Mortgage Loan or REO Mortgage 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 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 10 days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.08(a), be
issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the
Servicer or applicable Special Servicer, as applicable, 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
Borrower, in each case in accordance with Accepted Servicing Practices and the provisions of the related Mortgage Loan) shall
be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.06. Any costs incurred by the
Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (other than REO Properties) (i) if the
Borrower defaults on its obligation to do so, shall be advanced by the 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 it shall instead be
paid out of the Collection Account) and will be charged to the related Borrower and (ii) shall not, for purposes
of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit. Any cost incurred by the applicable Special Servicer in
maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of


 






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the
related REO Account pursuant to Section 3.18 or, if the amount on deposit therein is insufficient therefor, advanced
by the 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 it shall instead be paid out of the Collection Account). Notwithstanding any provision
to the contrary, the 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 available at commercially reasonable rates and the Trustee has an insurable interest.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans that either (x) require the related Borrower to maintain “all
risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally
requiring the applicable Borrower to maintain insurance in types and against such risks as the holder of such Mortgage Loan
reasonably requires from time to time in order to protect its interests, the Servicer will be required to, consistent with
Accepted Servicing Practices, (A) monitor, in accordance with Accepted Servicing Practices, whether the insurance policies
for the related Mortgaged Property contain Additional Exclusions, (B) request the applicable Borrower 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 applicable 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 Servicer’s compliance with the
immediately preceding clauses (A) and (B) above) that any Borrower fails to purchase the insurance requested to
be purchased by the Servicer pursuant to clause (B) above. If the applicable Special Servicer determines in accordance
with Accepted Servicing Practices that such failure is not an Acceptable Insurance Default the applicable Special Servicer
shall notify the Servicer and the Servicer shall use efforts consistent with Accepted Servicing Practices to cause such
insurance to be maintained. The Special Servicers (at the expense of the Trust) shall be entitled to rely on insurance
consultants in making such determinations. The Servicer shall be entitled to rely on insurance consultants (at the expense of
such Servicer) in determining whether Additional Exclusions exist. During the period that the applicable Special Servicer is
evaluating the availability of such insurance, or waiting for a response from the Directing Certificateholder, neither the
Servicer nor the applicable Special Servicer will be liable for any loss related to its failure to require the related
Borrower to maintain such insurance and will not be in default of its obligations as a result of such failure and the
Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          (i)
If the Servicer or the applicable Special Servicer, as applicable, shall obtain and maintain a blanket Insurance Policy with a
Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans or REO Properties, 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 Servicer or such Special Servicer shall conclusively be deemed to have satisfied its respective
obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a). Such Insurance Policy may contain
a deductible clause, in which case the Servicer or the applicable Special Servicer, as applicable, 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 3.08(a), and there shall have been one or more losses which would have been covered by


 






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such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, or in the absence of such
deductible limitation, the deductible limitation which is consistent with Accepted Servicing Practices. In connection with its
activities as administrator and Servicer of the Mortgage Loans, the 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 applicable Special Servicer, to the extent consistent with Accepted Servicing Practices, may maintain, earthquake
insurance on REO Properties, provided that coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance advanced by the Servicer.


 


(ii)        If
the Servicer or the applicable 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 Servicer or such Special Servicer, as
applicable, as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or such Special Servicer shall conclusively be deemed to have satisfied its
obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the
Servicer or applicable 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 Servicer as a Servicing Advance. Such master
single interest or force-placed policy may contain a deductible clause, in which case the Servicer or the applicable 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 3.08(a), and there shall have been one or more losses which
would have been covered by such policy had it been maintained, deposit into the Collection Account from its own funds the
amount not otherwise payable under the master single or force-placed interest policy because of such deductible clause, to
the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is consistent with Accepted Servicing
Practices.


 


(c)          Each
of the Servicer and the Special Servicers 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 Servicer’s and the applicable Special Servicer’s, as applicable, officers and employees acting on behalf of the
Servicer and such Special Servicer in connection with its activities under this Agreement in accordance with Accepted Servicing
Practices. Notwithstanding the foregoing, so long as the long term debt or the deposit obligations or claims-paying ability of
the Servicer or the applicable Special Servicer, as applicable, is rated at least “A-” by S&P and at least “A-”
or its equivalent by Morningstar (if then rated by Morningstar), the Servicer (or its public parent) or the applicable Special
Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to a fidelity bond and
an “errors and omissions” Insurance Policy.


 






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Such amount of coverage shall be in such form and amount as are consistent
with Accepted Servicing Practices. Coverage of the Servicer or the applicable Special Servicer under a policy or bond obtained
by an Affiliate of the Servicer or the applicable Special Servicer and providing the coverage required by this Section 3.08(c)
shall satisfy the requirements of this Section 3.08(c). The applicable Special Servicer and the 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.


 


(d)          At
the time the Servicer determines in accordance with Accepted Servicing Practices that any Mortgaged Property is in a
federally designated special flood hazard area (and such flood insurance has been made available), the Servicer will use
efforts consistent with Accepted Servicing Practices to cause the related Borrower (in accordance with applicable law and the
terms of the Mortgage Loan Documents) to maintain, and, if the related Borrower shall default in its obligation to so
maintain, shall itself maintain to the extent available at commercially reasonable rates (as determined by the Servicer in
accordance with Accepted Servicing Practices 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 permits the mortgagee to require such
coverage and the maintenance of such coverage is consistent with Accepted Servicing Practices. Such flood insurance shall be
in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan, and (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of 1968, as amended. If the cost of any
insurance described above is not borne by the related Borrower, the Servicer shall promptly make a Servicing Advance for such
costs.


 


(e)          During
all such times as any REO Property shall be located in a federally designated special flood hazard area, the applicable Special
Servicer will cause to be maintained, to the extent available at commercially reasonable rates (as determined by such Special Servicer
in accordance with Accepted Servicing Practices and to the extent the Trustee, as mortgagee, has an insurable interest therein),
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 3.18 or, if the amount on deposit therein is insufficient therefor, paid
by the Servicer as a Servicing Advance.


 


Section
3.09     Enforcement of Due-On-Sale Clauses; Assumption Agreements. (a) If any Mortgage Loan
contains a provision in the nature of a “due-on-sale” clause that by its terms:


 


(i)           provides
that such Mortgage 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 Borrower or principals of the Borrower, or


 


(ii)          provides
that such Mortgage Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other
transfer,


 






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then, the Servicer (with respect to
non-Specially Serviced Mortgage Loans) or the applicable Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall not be required to enforce such due-on-sale clause and in connection therewith shall not be
required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption if (A) the due-on-sale clause
is not enforceable under applicable law or enforcing the due on sale clause is reasonably likely to result in meritorious
legal action by the related Borrower and (B) the Servicer (as to non-Specially Serviced Mortgage Loans) or such Special
Servicer (as to Specially Serviced Mortgage Loans) determines, in accordance with Accepted Servicing Practices, that such
enforcement or the withholding of such consent would not be likely to result in a greater recovery to Certificateholders (as
if they constituted a single lender) on a net present value basis in accordance with Section 1.03(g) than would a
waiver of such clause, provided that, with respect to all non-Specially Serviced Mortgage Loans, the Servicer
has obtained the prior written consent (or deemed consent) of applicable Special Servicer, which consent shall be deemed
given 15 Business Days after receipt (unless earlier objected to) by such Special Servicer from the Servicer of the
Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such
other information reasonably required by such Special Servicer. Subject to the next sentence, if the Servicer or the
applicable Special Servicer determines that such enforcement or the withholding of such consent would not be likely to result
in a greater recovery to Certificateholders on a net present value basis in accordance with Section 1.03(g) than would
a waiver of such clause, the Servicer or such Special Servicer, as applicable is authorized to take or enter into an
assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed,
and to release the original Borrower from liability upon the Mortgage Loan and, unless otherwise provided in the related
Mortgage Loan Documents, substitute the new Borrower as obligor thereon only if the credit status of the prospective new
Borrower is in compliance with (x) the Servicer’s (or the applicable Special Servicer’s with respect to Specially
Serviced Mortgage Loans) regular commercial mortgage origination or servicing standards and criteria, (y) the terms of the
related Mortgage Loan and (z) Accepted Servicing Practices (as evidenced by the delivery by the Servicer or the applicable
Special Servicer, as the case may be, of its written evaluation of the new Borrower). In connection with each such assumption
or substitution relating to a Specially Serviced Mortgage Loan, (i) the applicable Special Servicer shall give prior notice
thereof to the Servicer and (ii) the terms of the Mortgage Loan shall not be changed in a manner that would constitute a
“significant modification” pursuant to Treasury Regulations Section 1.860G-2(b) unless the Mortgage Loan is in
default or default with respect thereto is reasonably foreseeable or cause either Trust REMIC to fail to qualify as a REMIC.
Notwithstanding anything to the contrary contained in this Section 3.09, neither the Servicer nor the applicable
Special Servicer, as applicable, will be permitted to waive any due on sale clause unless they have received a Rating Agency
Confirmation. The Servicer or applicable Special Servicer, as applicable, shall promptly notify the other and shall promptly
notify the Trustee and the Certificate Administrator that any such assumption or substitution agreement has been completed
and forward to the Certificate Administrator the original copy of such agreement, which copy shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.


 






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(b)          If
any Mortgage Loan contains a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


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


 


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


 


then the Servicer or applicable
Special Servicer, as applicable, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance clause
and in connection therewith will not be required to (i) accelerate the payments on the related Mortgage Loan or (ii) withhold
its consent to such lien or encumbrance, if the Servicer or such Special Servicer, as applicable, (x) determines, in
accordance with Accepted Servicing Practices, that such consent would be in the best interests of the Trust Fund, and (y)
receives Rating Agency Confirmation with respect to granting such consent. With respect to all non-Specially Serviced
Mortgage Loans, the Servicer shall obtain the prior written consent (or deemed consent) of such Special Servicer, which
consent shall be deemed given 15 Business Days after receipt (unless earlier objected to) by such Special Servicer from the
Servicer of the Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right
together with such other information reasonably required by such Special Servicer.


 


(c)          Nothing
contained in this Section 3.09 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
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Servicer nor
the applicable Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into
pursuant to Section 3.09(a) shall contain any terms that are different from, any term of any Mortgage Loan or the related
Note, other than pursuant to Section 3.28.


 


(e)          If
the Rating Agencies shall charge a fee in connection with providing a Rating Agency Confirmation related to such proposed assumption,
the Servicer shall require the related Borrower to pay such fee to the full extent permitted under the Mortgage Loan Documents.


 


Section 3.10     Appraisals;
Realization Upon Defaulted Mortgage Loans. (a) If any Mortgage Loan becomes a Required Appraisal Mortgage Loan, the applicable
Special Servicer shall promptly order an Appraisal of the related Mortgaged Property unless, with respect to such Mortgaged Property,
an Appraisal was performed within nine (9) months prior to the Appraisal Reduction Event and such Special Servicer is not aware
of any material change in the market or condition or value of such Mortgaged Property since the date of such Appraisal


 






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that would
materially and adversely affect the value of such Mortgaged Property, in which case such Appraisal with respect to such Mortgaged
Property is required to be used by such Special Servicer. The Servicer or applicable Special Servicer, as applicable, shall promptly
notify the other of the occurrence of any Appraisal Reduction Event. If no Appraisal has been received within 60 days after the
date as of which an Appraisal Reduction Event has occurred in respect of any Mortgage Loan (or, in the case of an Appraisal in
connection with an Appraisal Reduction Event described in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within 120 days (in the case of clause (i)) or 90 or 120 days (in the case of clause (vi)), respectively, after
the initial delinquency), the Appraisal Reduction for such Mortgage Loan (the “Automatic Appraisal Reduction Amount”)
will be 25% of the Principal Balance of such Mortgage Loan as of the date of the related Appraisal Reduction Event. For the first
Distribution Date occurring after the first Determination Date that is at least 10 Business Days following the date that the applicable
Special Servicer receives delivery of such Appraisal (or any letter update or new Appraisal obtained pursuant to the next two
paragraphs), such Special Servicer shall adjust the Appraisal Reduction to take into account such Appraisal (regardless of whether
the adjusted Appraisal Reduction is higher or lower than the Automatic Appraisal Reduction Amount (or the Appraisal Reduction
determined pursuant to the previous Appraisal)).


 


The Special
Servicers shall send all such letter updates, and all new Appraisals obtained pursuant to the next paragraph, to the
Servicer, the Certificate Administrator, the Trustee and, prior to the occurrence of a Consultation Termination Event, the
Directing Certificateholder. Such report shall also be forwarded by the Servicer (or the applicable Special Servicer if the
related Mortgage Loan is a Specially Serviced Mortgage Loan) to the related Companion Loan Holders, or to the extent a
related Companion Loan has been included in an Other Securitization Trust, to the master servicer of such Other
Securitization Trust into which the related Companion Loan has been sold.


 


During the continuance
of an Appraisal Reduction Event, the applicable Special Servicer shall obtain a new Appraisal as set forth in Section 4.08(d).
The cost of such new or updated Appraisal shall be advanced by the Servicer as a Servicing Advance, absent a determination that
such Servicing Advance would be a Nonrecoverable Advance pursuant to Section 3.24(f). The applicable Special Servicer shall
not be required to obtain a new Appraisal pursuant to the second preceding paragraph if there is an existing Appraisal for such
Mortgaged Property that was obtained within the prior nine (9) months and no material change in the circumstances surrounding the
Mortgaged Property has occurred since the date of the most recent Appraisal that would materially adversely affect the value of
the Mortgaged Property.


 


(b)          Upon
the occurrence or continuance of a material default under a Specially Serviced Mortgage Loan (and, without intending to preclude
other defaults from being deemed material, for purposes hereof, a default described in either clause (i) or clause (vi)
of the definition of Servicing Transfer Event shall be deemed a material default), except as otherwise specifically provided in
Sections 3.09(a) and 3.09(b), the applicable Special Servicer shall, consistent with Accepted Servicing Practices,
and subject to Section 3.19, accelerate such Specially Serviced Mortgage Loan and commence a foreclosure or other acquisition
with respect to the related Mortgaged Property unless such Special Servicer determines that forbearance of acceleration and foreclosure
is more likely to produce a greater recovery to Certificateholders (as if they constituted a single lender), on a net present value
basis in accordance with


 






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Section 1.03(g) than would such acceleration and foreclosure. In connection with any foreclosure
or other acquisition, the Servicer or applicable Special Servicer, as applicable, shall cause the Servicer to pay the out of pocket
costs and expenses in any such proceedings as a Servicing Advance unless the Servicer or such Special Servicer determines, in its
sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable
Advance. The Servicer shall be entitled to reimbursement of Advances (with any Advance Interest Amount) made pursuant to the preceding
sentence in accordance with Section 3.06.


 


(c)          If
the applicable Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where
the Mortgaged Property is located, such Special Servicer shall not be required to pursue a deficiency judgment against the related
Borrower or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or if such Special Servicer determines, in its reasonable judgment and Accepted Servicing Practices, that the likely recovery if
a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency
judgment and such determination is evidenced by an Officer’s Certificate delivered to the Certificate Administrator and the
Trustee.


 


(d)          If
title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee (which shall not include the applicable Special Servicer) or a
separate trustee or co-trustee on behalf of Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier
Interests. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such Mortgage Loan
shall (except for purposes of Section 10.01) be considered to be an REO Mortgage Loan held on behalf of the Trust Fund
(and the holder of any related Companion Loan) until such time as the related REO Property shall be sold on behalf of the
Trust Fund and the principal balance of such REO Mortgage Loan shall be reduced only by collections net of (i) expenses and
(ii) payment of interest accrued on the REO Mortgage Loan. Consistent with the foregoing, for purposes of all calculations
hereunder, so long as such REO Mortgage Loan shall be considered to be an outstanding Mortgage Loan:


 


(i)           it
shall be assumed that, notwithstanding that the indebtedness evidenced by the related Note shall have been discharged, such Note,
for purposes of determining the Principal Balance thereof, remains in effect and the Balloon Payment thereon has not been made
(provided that, in accordance with Section 1.03(c), any amounts received in connection with such Mortgage Loan in
excess of expenses and accrued interest will be applied towards principal amounts on such Note); and


 


(ii)          Net
REO Income received in any month shall be applied as provided in Section 1.03(d).


 






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(e)          Notwithstanding
any provision herein to the contrary, no Special Servicer shall acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 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 applicable
Special Servicer for the benefit of the Trust Fund; or


 


(ii)          the
applicable Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Lower-Tier
REMIC) to the effect that the holding of such personal property by the Lower-Tier REMIC or the Upper-Tier REMIC will not cause
the imposition of a tax on the Lower-Tier REMIC or the Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.


 


(f)          Notwithstanding
any provision to the contrary in this Agreement, the applicable Special Servicer shall not, on behalf of the Trust Fund, obtain
title to any direct or indirect partnership interest or other equity interest in any Borrower or other entity, or any personal
property that is not incidental to real property (as provided in Section 3.10(e)(i)), or any subordinate financing in respect
of any Borrower pledged pursuant to any pledge agreement unless such Special Servicer shall have requested and received an Opinion
of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that the holding of such partnership interest, other
equity interest, personal property or subordinate financing by the Trust Fund will not cause the imposition of a tax on the Lower-Tier
REMIC or the Upper-Tier REMIC under the REMIC Provisions, or cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC at any time that any Certificate is outstanding.


 


(g)           Notwithstanding
any provision to the contrary contained in this Agreement, no Special Servicer shall, on behalf of the Trust Fund, obtain title
to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership
interest in any Borrower pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and
shall not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of
any such action, the Trustee, for the Trust Fund, the Certificateholders, 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 the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable
law, unless such Special Servicer has previously determined in accordance with Accepted Servicing Practices, based on an updated
environmental assessment report prepared by an Independent Person within the last 12 months who regularly conducts environmental
audits, that:


 


(i)            such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring such Mortgaged
Property in compliance therewith, and


 






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(ii)           there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust to take such
actions with respect to the affected Mortgaged Property.


 


If the environmental
assessment first obtained by the applicable Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged
Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively
establish such fact, such Special Servicer shall cause such further environmental tests to be conducted by an Independent Person
who regularly conducts such tests as such Special Servicer shall deem prudent to protect the interests of Certificateholders. Any
such tests shall be deemed part of the environmental assessment obtained by such Special Servicer for purposes of this Section
3.10.


 


(h)           The
environmental assessment contemplated by Section 3.10(g) shall be prepared within three months of the determination that
such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers of commercial
property where the Mortgaged Property is located, as determined by the applicable Special Servicer in a manner consistent with
Accepted Servicing Practices. The applicable Servicer shall advance the cost of preparation of such environmental assessments unless
the Servicer determines, in its reasonable judgment, that such Advance would be a Nonrecoverable Advance. The Servicer shall be
entitled to reimbursement of Advances (with interest at the Advance Interest Rate) made pursuant to the preceding sentence in the
manner set forth in Section 3.06.



 


(i)            If
the applicable Special Servicer determines pursuant to Section 3.10(g)(i) that a Mortgaged Property is not in compliance
with applicable environmental laws but that it is in the best economic interest of the Trust Fund to take such actions as are necessary
to bring such Mortgaged Property in compliance therewith, or if the applicable Special Servicer determines pursuant to Section
3.10(g)(ii) that the circumstances referred to therein relating to Hazardous Materials are present but that it is in the best
economic interest of the Trust Fund to take such action with respect to the containment, clean up or remediation of Hazardous Materials
affecting such Mortgaged Property as is required by law or regulation, the applicable Special Servicer shall take such action as
it deems to be in the best economic interest of the Trust Fund. Notwithstanding the foregoing, if the applicable Special Servicer
reasonably determines that it is likely that prior to such consultation irreparable environmental harm to such Mortgaged Property
would result from the presence of such Hazardous Materials and provides a prior written statement to the Trustee and the Certificate
Administrator setting forth the basis for such determination, then such Special Servicer may take such action to remedy such condition
as may be consistent with Accepted Servicing Practices. The Servicer shall advance the cost of any such compliance, containment,
clean up or remediation unless the Servicer determines, in its reasonable judgment, that such Advance would constitute a Nonrecoverable
Advance.


 


(j)            The
applicable Special Servicer shall report to the IRS and to the related Borrower, in the manner required by applicable law, the
information required to be reported


 



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regarding any Mortgaged Property that is abandoned or foreclosed upon or regarding any cancellation
of indebtedness with respect to any Mortgage Loan. The applicable Special Servicer shall deliver a copy of any such report to the
Trustee and the Certificate Administrator.


 


(k)           The
costs of any Appraisal obtained pursuant to this Section 3.10 shall be paid by the Servicer as a Servicing Advance and shall
be reimbursable from the Collection Account.


 


Section
3.11     Certificate Administrator and Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer or the applicable Special Servicer of a notification
that payment in full has been escrowed in a manner customary for such purposes, the Servicer or such Special Servicer, as
applicable, shall promptly notify the Trustee and the Custodian by a certification of a Servicing Officer and shall request
delivery to it of the related Mortgage File, such notice and request to be effected by delivering to the Custodian a Request
for Release, which Request for Release shall include a statement to the effect that all amounts received in connection with
such payment that are required to be deposited in the Collection Account pursuant to Section 3.05 have been or will be
deposited. No customary expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Trustee, the Custodian, the Certificate Administrator or the Trust Fund.


 


From time to time upon
request of the Servicer or the applicable Special Servicer and delivery to the Certificate Administrator and the Custodian of a
Request for Release, and in accordance with the other terms of this Agreement, the Certificate Administrator shall promptly cause
the Custodian to release the Mortgage File (or any portion thereof) designated in such Request for Release to the Servicer or such
Special Servicer, as applicable.


 


Upon written certification
of a Servicing Officer, the Trustee shall execute and deliver to the Servicer or applicable Special Servicer, as applicable, in
the form supplied to the Trustee by the Servicer or such Special Servicer, as applicable, any court pleadings, requests for trustee’s
sale or other documents prepared by the Servicer or such Special Servicer, as applicable, its agents or attorneys, necessary for
the foreclosure or trustee’s sale of a Mortgaged Property or necessary to any legal action brought to obtain judgment against
any Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Note or Mortgage or otherwise available at law or in equity provided that the Trustee may alternatively execute and
deliver to such Special Servicer, in the form supplied to the Trustee by such Special Servicer, a limited power of attorney issued
in favor of such Special Servicer and empowering such Special Servicer to execute and deliver any or all of such pleadings or documents
on behalf of the Trustee. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement 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
foreclosure or trustee’s sale.


 


Section 3.12     Servicing
Fees, Certificate Administrator Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder,
the Servicer shall be entitled with respect to each Whole Loan (including at any time such Whole Loan is a Specially


 






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Serviced Mortgage
Loan or REO Mortgage Loan) to the Servicing Fee, which shall be payable from amounts on deposit in the Collection Account as
set forth in Section 3.06. Except as provided herein, the Servicer’s rights to the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and
obligations under this Agreement. In addition, the Servicer shall be entitled to receive, as additional Servicing
Compensation, to the extent permitted by applicable law and the related Mortgage Loans, (i) all investment income earned (net
of losses incurred) on amounts on deposit in the Collection Account and investment income earned on amounts on deposit in the
Borrower Accounts (to the extent consistent with the related Mortgage Loan Documents and not payable to the related Borrower
under the Whole Loan Documents or applicable law), to the extent provided in Sections 3.07; (ii) to the extent not
prohibited by applicable law and the Whole Loans (other than a Specially Serviced Mortgage Loan) Prepayment Interest Excesses
(to the extent not netted against Prepayment Interest Shortfalls), any consent fees, defeasance fees (if any), Excess
Modification Fees, assumption application fees or Assumption Fees, as applicable, earnout fees, loan service transaction
fees, beneficiary statement charges (unless same is precluded pursuant to the terms of such Whole Loan) or similar items (but
excluding Yield Maintenance Default Premiums) and not allocable to the related Companion Loans in accordance with the related
Co-Lender Agreement (if the applicable Special Servicer’s consent is required, then the Servicer shall be entitled to
50% of the consent fees, Excess Modification Fees, earnout fees, Assumption Fees, loan service transaction fees, or similar
items); and (iii) insufficient check charges on all Whole Loans. Subject to Section 3.12(g) and Section
1.03(c), the Servicer shall also be entitled to additional servicing compensation in the form of Default Interest and
late payment charges received with respect to any Whole Loan and accrued during such time as the related Whole Loan was not a
Specially Serviced Mortgage Loan but only to the extent actually paid by the related Borrower or from the related
Mortgaged Property and to the extent that all amounts then due and payable with respect to the related Whole Loan (including
Advance Interest Amounts) and all unpaid Advances and Additional Trust Fund Expenses (other than Special Servicing Fees,
Liquidation Fees and Workout Fees) with respect to such Whole Loan have been paid.


 


The Servicing Fee shall
be reduced by the amount of Compensating Interest in respect of Prepayment Interest Shortfalls but shall not exceed the related
monthly Servicing Fee amount calculated at a per annum rate of 0.0025%. No later than the Servicer Remittance Date, the
Servicer shall deposit into the Collection Account, from its own funds, such Compensating Interest.


 


Except as otherwise expressly
provided herein, the Servicer shall pay, without right of reimbursement, all expenses incurred by it in connection with its servicing
activities hereunder, including all fees of any sub-servicers retained by it.


 


(b)           As
compensation for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to the Certificate Administrator Fee (and the Trustee shall be entitled to the Trustee Fee therefrom), each
of which shall be withdrawn from amounts on deposit in the Collection Account and remitted to the Lower-Tier Distribution Account
on each Servicer Remittance Date, as set forth in Section 3.06(a)(iv). The Certificate Administrator shall be entitled to
withdraw any accrued but unpaid Certificate Administrator Fee from the Lower-Tier Distribution Account on each


 






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Distribution Date.
The Certificate Administrator shall pay the routine fees and expenses of the Certificate Registrar, the Custodian and the Authenticating
Agent without right of reimbursement therefor. The Trustee’s rights to the Trustee Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Trustee’s responsibilities and obligations under this Agreement.
The Certificate Administrator’s rights to the Certificate Administrator Fee may not be transferred in whole or in part except
in connection with the transfer of all of the Certificate Administrator’s (but not necessarily the Trustee’s) responsibilities
and obligations under this Agreement. Except as otherwise expressly provided herein and except with respect to any unanticipated
expenses pursuant to Section 3.12(d), the Trustee shall pay, without right of reimbursement, all routine expenses incurred
by it in connection with its activities hereunder.


 


(c)           As
compensation for its activities hereunder, the applicable Special Servicer shall be entitled with respect to the related
Specially Serviced Mortgage Loan to the Special Servicing Fee, which shall be payable from amounts on deposit in the
Collection Account. Except as provided herein, the applicable Special Servicer’s rights to the Special Servicing Fee
may not be transferred in whole or in part except in connection with the transfer of all of such Special Servicer’s
responsibilities and obligations under this Agreement. In addition, the applicable Special Servicer shall be entitled to
receive, as additional servicing compensation, to the extent not prohibited by applicable law and the related Mortgage Loan
Documents, (i) any Liquidation Fees, (ii) any Workout Fees, (iii) to the extent not prohibited by applicable law and the
Specially Serviced Mortgage Loans, any consent fee, Excess Modification Fees, assumption application fees or Assumption Fees,
as applicable, loan service transaction fees, beneficiary statement charges (to the extent not precluded by the related
Mortgage Loan Documents) or similar items (but not including Yield Maintenance Default Premiums, to the extent payable on
such Specially Serviced Mortgage Loan) related to the Specially Serviced Mortgage Loans, (iv) for non-Specially Serviced
Mortgage Loan, then for any action for which the applicable Special Servicer’s consent is required, such Special
Servicer shall be entitled to 50% of the consent fees, Excess Modification Fees, Assumption Fees, earnout fees, loan service
transaction fees or similar items and (v) any investment income earned (net of losses incurred) on amounts on deposit in any
REO Account to the extent provided in Section 3.07. Subject to Section 3.12(g) and Section 1.03(c), such
Special Servicer shall also be entitled to additional fees in the form of Default Interest and late payment charges allocated
to each Whole Loan relating to any Specially Serviced Mortgage Loan that accrued during such time as the related Whole Loan
was a Specially Serviced Mortgage Loan, but only to the extent actually collected from the related Borrower and to the extent
that all amounts then due and payable with respect to the related Whole Loan (including Advance Interest Amounts) and all
unpaid Advances and Additional Trust Fund Expenses (other than Special Servicing Fees, Liquidation Fees and Workout
Fees) payable with respect to such Whole Loan have been paid.


 


If a Specially Serviced
Mortgage Loan becomes a Rehabilitated Mortgage Loan and then again becomes a Specially Serviced Mortgage Loan, any right to the
Workout Fee with respect to such Whole Loan earned in connection with the initial rehabilitation thereof shall terminate and a
Liquidation Fee or a new Workout Fee for such Specially Serviced Mortgage Loan shall be calculated upon resolution of the subsequent
event that causes such Whole Loan to be a Specially Serviced Mortgage Loan or the sale, repurchase or liquidation of such Specially
Serviced Mortgage Loan or related REO Property to the extent provided in the definition thereof. A Liquidation Fee will be payable
with respect to each Specially Serviced Mortgage Loan or


 






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REO Property as to which the applicable Special Servicer receives any
Liquidation 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 Proceeds and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance
Proceeds and Condemnation Proceeds are received with respect to any Rehabilitated Mortgage Loan and the applicable 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 Proceeds and Condemnation Proceeds that constitute principal and/or interest on such Whole Loan. Notwithstanding
anything herein to the contrary, the applicable Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout
Fee, but not both, with respect to proceeds on any Whole Loan. If a Special Servicer is terminated or resigns, it will retain the
right to receive any and all Workout Fees payable in respect to (i) the related Whole Loans that became Rehabilitated Mortgage
Loans during the period that it acted as Special Servicer and remained Rehabilitated Mortgage Loans at the time of that termination
or resignation or (ii) any related Specially Serviced Mortgage Loan for which such Special Servicer has cured the event of default
under such Specially Serviced Mortgage Loan through a modification, restructuring or workout negotiated by such Special Servicer
and evidenced by a signed writing, but that had not as of the time such Special Servicer was terminated become a Rehabilitated
Whole Loan solely because it had not been a performing loan for three (3) consecutive months that subsequently becomes a Rehabilitated
Mortgage Loan as a result of the loan being a performing loan for such three (3) consecutive month period (and the successor Special
Servicer shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fees cease to be payable if
the Rehabilitated Mortgage Loan again becomes a Specially Serviced Mortgage Loan. The successor Special Servicer shall not be entitled
to any portion of those Workout Fees payable to the prior Special Servicer.


 


If a Special
Servicer is terminated and a Liquidation Fee or Workout Fee is subsequently payable with respect to a related Specially
Serviced Mortgage Loan or related REO Property that was being administered by such Special Servicer at the time of
termination, then the terminated Special Servicer and the successor Special Servicer shall apportion the Liquidation Fee or
Workout Fee between themselves in a manner that reflects the relative contribution of each such servicer in obtaining the
Liquidation Proceeds or effecting the workout.


 


Except as otherwise provided
herein, each Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


(d)           The
Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall be entitled to reimbursement from the Trust
Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement that are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii) in a manner consistent
with Section 3.06. Such expenses shall include, by way of example and not by way of limitation, environmental assessments,
Appraisals and appraisals in connection with foreclosure, the fees and expenses of any administrative or judicial proceeding and
expenses expressly identified as reimbursable in Section 3.06. Notwithstanding anything to the contrary herein, neither
the Servicer nor the applicable Special Servicer shall be entitled to be reimbursed for or indemnified against the costs and expenses
that


 






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are attributable to overhead or personnel of the Servicer or such Special Servicer under any circumstances.


 


(e)            Except
for the obligation to pay losses incurred with respect to Permitted Investments as further set forth in Section 3.07, and
the payment of Compensating Interest, no provision of this Agreement or of the Certificates shall require the Servicer, the applicable
Special Servicer, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial
liability in the performance of any of their duties hereunder or thereunder in connection with the pursuit of remedies against
any Borrower or in the exercise of any of their rights or powers if, in the reasonable business judgment of the Servicer, such
Special Servicer, the Certificate Administrator or the Trustee, as the case may be, such amounts would be a Nonrecoverable Advance;
provided, however, that, notwithstanding the foregoing, neither the Servicer nor the applicable Special Servicer
shall be entitled to be reimbursed for or indemnified against the costs and expenses that are attributable to overhead or personnel
of the Servicer or such Special Servicer under any circumstances.


 


If the Servicer,
the applicable Special Servicer, the Certificate Administrator or the Trustee receives a request or inquiry from a Borrower,
any Certificateholder or any other Person the response to which would require the assistance of Independent legal counsel or
other consultant to the Servicer, such Special Servicer, the Certificate Administrator or the Trustee (as determined in
accordance with Accepted Servicing Practices, in the case of a determination by the Servicer or such Special Servicer, or as
determined in its good faith business judgment, in the case of a determination by the Certificate Administrator or the
Trustee), the cost of which would not be an expense of the Trust Fund hereunder, then the Servicer, such Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response to
such request or inquiry unless the Borrower or such Certificateholder or such other Person, as applicable, makes arrangements
for the payment of the Servicer’s, such Special Servicer’s, the Certificate Administrator’s or the
Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Servicer, such Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, in its sole discretion. Unless such arrangements have been made, the Servicer, such Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, shall have no liability to any Person for the failure to respond to such
request or inquiry.


 


(f)            Notwithstanding
anything to the contrary set forth herein, the Servicer shall pay directly out of the Collection Account any servicing expense
that, if paid by the Servicer or the Special Servicer, would constitute a Nonrecoverable Advance; provided that the Servicer
or such Special Servicer, as applicable, has determined in accordance with the Accepted Servicing Practices that making such payment
is in the best interests of the Certificateholders, as evidenced by an Officer’s Certificate delivered promptly to the Certificate
Administrator, the Trustee, the Depositor and the Rating Agencies, and to the Servicer if such determination is made by the Special
Servicer, setting forth the basis for such determination and accompanied by any information that the Servicer or the Special Servicer
may have obtained that supports such determination.


 


(g)           In
determining the compensation of the Servicer or applicable Special Servicer, as applicable, with respect to Default Interest or
late payment charges, on any


 






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Distribution Date, the aggregate Default Interest and late payment charges collected on any Mortgage
Loan during the related Due Period shall be applied (in such order) to reimburse (i) the Servicer or the Trustee for interest on
Advance Interest Amounts on the related Mortgage Loan due on such Distribution Date, (ii) the Trust Fund for all Advance Interest
Amounts previously paid to the Servicer or the Trustee with respect to the related Mortgage Loan and not previously reimbursed
pursuant to this clause and (iii) the Trust Fund for all unpaid interest on Advances and Additional Trust Fund Expenses previously
incurred with respect to the related Mortgage Loan and not previously reimbursed pursuant to this clause and any Default Interest
or late payment charges remaining thereafter shall be distributed pro rata to the Servicer and the applicable Special Servicer
based upon the amount of Default Interest or late payment charges the Servicer or such Special Servicer would otherwise have been
entitled to receive during such period without any such application.


 


(h)           Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit S hereto or such other payment instructions as CREFC® may provide from to the Servicer in
writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit
therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section
3.06(a)(xviii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.13     Reports to the Certificate Administrator; Collection Account Statements. (a) The
Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format
reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 9:00
a.m. (New York time) one (1) Business Day prior to each Distribution Date, the CREFC® Loan Periodic Update
File, (ii) 1:00 p.m. (New York time) one (1) Business Day prior to each Distribution Date, any updated CREFC®
Loan Periodic Update File, if applicable, and (iii) 3:00 p.m. (New York time) one (1) Business Day prior to each Distribution
Date, the remaining CREFC® Investor Reporting Package (except the CREFC® Bond Level File, the
CREFC® Collateral Summary File, the CREFC® Special Servicer Loan File, the
CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet).


 


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be delivered by the Servicer to
the Certificate Administrator on a quarterly and annual basis (commencing with the quarter ending September 30, 2015 and year ending
December 31, 2015, each within 30 days after receipt by the Servicer), within 30 days after receipt by the Servicer of the financial
statements, operating statements, rent rolls, or other information required to prepare (or, if previously prepared, update) the
CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet, but will not
be deemed to have been received by the Certificate Administrator until such time as it is actually received.


 


(b)           The
Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Investor Reporting Package
produced by it pursuant to this Agreement not


 






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later than the time period specified in Section 3.13(a), and thereafter to
the 17g-5 Information Provider, who shall make such reports available to the Rating Agencies on its website.


 


(c)           The
Servicer shall produce the reports described in this Section 3.13 solely from information provided to the Servicer by the
Borrowers pursuant to the Loan Agreements (without modification, interpretation or analysis) or by the applicable Special Servicer,
the Mortgage Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer
or the applicable Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer
shall use efforts consistent with Accepted Servicing Practices to correct patent errors).


 


(d)           The
Certificate Administrator and the Trustee shall be entitled to rely conclusively on and shall not be responsible for the content
or accuracy of any information provided to it by the Servicer or the applicable Special Servicer pursuant to this Agreement.


 


Section 3.14     Annual
Reports on Assessment of Compliance with Servicing Criteria 


 


(a) On or before
April 15 of each year, commencing in 2016, the Servicer and the applicable Special Servicer (regardless of whether such
Special Servicer has commenced special servicing of any Mortgage Loan), each at its own expense, shall furnish (and each such
party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship with
respect to any Mortgage Loan, cause such Servicing Function Participant to furnish) to the Trustee, the 17g-5 Information
Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.13(b)), the
Certificate Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria
that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that, to the best of such reporting Servicer’s knowledge, 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
most recent fiscal year, 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 that is a member of the American Institute of Certified Public Accountants has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
Copies of all compliance reports delivered pursuant to this Section 3.14 shall be made available to any Privileged
Person by the Certificate Administrator by posting such compliance report to the Certificate Administrator’s Website
pursuant to Section 8.13(b). In the event that any report, statement, document, file or other data to be delivered to
the 17g-5 Information Provider under this Agreement is too large in its electronic form to be delivered via email, such
report, statement, document, file or other data may be uploaded to an alternate location provided by the 17g-5 Information
Provider, and the party uploading such report, statement, document, file or other data shall notify the 17g-5 Information
Provider via email that such report, statement, document, file or other data has been so uploaded and is ready for posting to
the 17g-5 Information Provider’s Internet Website.


 






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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 Exhibit M hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such
report, 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).


 


(b)           The
Servicer and the applicable Special Servicer hereby acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit
M is appropriately set forth with respect to such party and any Servicing Function Participant with which the Servicer or such
Special Servicer has entered into a servicing relationship.


 


(c)           No
later than 30 days after the end of each fiscal year for the Trust (it being understood that the fiscal year for the Trust ends
on December 31 of each year), the Servicer and the applicable Special Servicer shall notify the Trustee, the Certificate Administrator
and the Depositor 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, by providing an updated Exhibit N, and each such notice
will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer and the applicable Special Servicer submit their assessments pursuant to Section 3.14(a),
the Servicer and such Special Servicer, as applicable, will also at such time include the assessment (and related attestation pursuant
to Section 3.16) of each Servicing Function Participant engaged by it.


 


In the event the
Servicer or a Special Servicer 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 Servicer and
such Special Servicer shall (i) with respect to an initial sub-servicer engaged by such Servicer or such 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 3.14, coupled with an attestation as required in Section 3.16 with respect
to the period of time that the Servicer or such Special Servicer was subject to this Agreement or the period of time that the
Additional Servicer was subject to such other servicing agreement.


 


Section 3.15     [Reserved]



 


Section 3.16     Annual
Independent Public Accountants’ Servicing Report. On or before April 15 of each year, commencing in 2016, the
Servicer and the applicable Special Servicer, each at its own expense, shall cause (and the Servicer and such Special Servicer
shall, with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect
to any Mortgage Loan, cause them to cause) a registered public accounting firm (which may also render other services to the Servicer,
such Special Servicer or the applicable Servicing Function Participant, as the case may be) and that is a member of the


 






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American
Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator, the Depositor, the
17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(a)),
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assessment from such Reporting Servicer of its compliance with the Relevant Servicing Criteria and (ii) on the
basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the
Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall
opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 accountant’s attestation report required hereunder 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. Copies of all statements delivered pursuant to this Section 3.16 shall be made available
to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s Website
pursuant to Section 8.13(b).


 


Promptly after receipt
of such report from the Servicer, the applicable Special Servicer or any Servicing Function Participant, the Depositor may review
the report and, if applicable, consult with the Servicer or such Special Servicer as to the nature of any defaults by the Servicer,
such Special Servicer or any Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loan in the fulfillment of any of the Servicer’s, such Special Servicer’s or the applicable Servicing
Function Participants’ obligations hereunder or under the applicable sub-servicing or primary servicing agreement.


 


Section
3.17     Access to Certain Documentation. The Servicer and the applicable Special
Servicer shall provide or cause to be provided to the Certificate Administrator and the Certificate Administrator shall
afford access to the Trustee and to any Certificateholders who are Privileged Persons, that are federally insured financial
institutions, the Federal Reserve Board, the FDIC and the OTS and the supervisory agents and examiners of such boards and
such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder who are
Privileged Persons is subject, the documentation regarding the Mortgage Loans required by applicable regulations of the
Federal Reserve Board, FDIC, OTS or any such governmental or regulatory body, such access being afforded without charge but
only upon reasonable request and during normal business hours. Nothing in this Section 3.17 shall detract from the
obligation of the Servicer and applicable Special Servicer to observe any applicable law or comply with any agreement
prohibiting disclosure of information with respect to the Borrowers, and the failure of the Servicer and such Special
Servicer to provide information as provided in this Section 3.17 as a result of such obligation shall not constitute a
breach of this Section 3.17.


 


Section 3.18     Title
and Management of REO Properties and REO Account.


 


(a) The applicable Special
Servicer, on behalf of the Trust Fund, shall dispose of any REO Property prior to the close of the third calendar year beginning
after the year in which


 






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the Trustee acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code, unless
(i) such Special Servicer on behalf of the Lower-Tier REMIC has applied for an extension of such period pursuant to Sections 856(e)(3)
and 860G(a)(8)(A) of the Code, and such application has been granted (or not denied) in which case such Special Servicer shall
sell such REO Property within the applicable extension period or (ii) such Special Servicer seeks and subsequently receives an
Opinion of Counsel (which opinion shall be an expense of the Trust Fund, allocable as provided in Section 3.06), addressed
to such Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Trustee of such
REO Property for an additional specified period will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section
860D(a) of the Code) at any time that any Certificate is outstanding, in which event such period shall be extended by such additional
specified period subject to any conditions set forth in such Opinion of Counsel. Such Special Servicer shall cause such REO Property
to be managed and operated by an Independent Contractor. Notwithstanding the foregoing, such Special Servicer shall use its reasonable
efforts to sell any REO Property prior to the Rated Final Distribution Date for the Regular Certificates. Such Special Servicer,
on behalf of the Trust Fund, shall dispose of any REO Property held by the Trustee prior to the last day of such period (taking
into account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of this Section
3.18(a) in a manner provided under Section 3.19. The applicable Special Servicer shall manage, conserve, protect and
operate each REO Property for the Certificateholders solely for the purpose of its prompt 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 (determined without regard to the exception applicable for purposes of Section 860D(a)).


 


(b)           The
applicable Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions
of this Agreement, to do any and all things in connection with any REO Property as are consistent with Accepted Servicing
Practices and otherwise consistent with the manner in which such Special Servicer manages and operates similar property owned
or managed by such Special Servicer or any of its Affiliates, all on such terms and for such period as such Special Servicer
deems in accordance with Accepted Servicing Practices to be in the best interests of Certificateholders and, in connection
therewith, such Special Servicer shall agree to the payment of management fees that are consistent with general market
standards. Consistent with the foregoing, the applicable Special Servicer shall cause or permit to be earned with respect to
such REO Property any “net income from foreclosure property,” within the meaning of Section 860G(c) of the Code,
that is subject to tax under the REMIC Provisions only if it has determined, and has so advised the Certificate Administrator
and the Trustee in writing, that the earning of such income on a net after tax basis could reasonably be expected to result
in a greater recovery on behalf of Certificateholders than an alternative method of operation or rental of such REO Property
that would not be subject to such a tax. The Pearlridge Special Servicer shall segregate and hold all revenues, income or
proceeds received by it with respect to any REO Property separate and apart from its own funds and general assets and shall
establish and maintain with respect to any REO Property a segregated custodial account (the “Pearlridge REO
Account”), which shall be an Eligible Account and shall be entitled “KeyBank National Association, as
Pearlridge Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, on behalf of the Holders of JP
Morgan Chase Commercial Mortgage Securities Trust 2015-WPG, Commercial Mortgage Pass-Through


 






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Certificates, Series 2015-WPG
REO Account”. The Scottsdale Special Servicer shall segregate and hold all revenues, income or proceeds received by it
with respect to any REO Property separate and apart from its own funds and general assets and shall establish and maintain
with respect to any REO Property a segregated custodial account (the “Scottsdale REO Account”,
and together with the Pearlridge REO Account, collectively the “REO Account”), which shall be an Eligible
Account and shall be entitled “Pacific Life Insurance Corporation, as Scottsdale Special Servicer, on behalf of Wells
Fargo Bank, National Association, as Trustee, on behalf of the Holders of JP Morgan Chase Commercial Mortgage Securities
Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series 2015-WPG REO Account”. The applicable Special
Servicer shall maintain separate books and records for each REO Property. The applicable Special Servicer shall be entitled
to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the extent
provided in Section 3.07(c). The applicable Special Servicer shall deposit or cause to be deposited in the related REO
Account within one Business Day after receipt all revenues received by it with respect to any related REO Property (other
than Liquidation Proceeds), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of such REO Property and for other Property Protection Expenses with respect to such REO Property, including:


 


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


 


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


 


(iii)          all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property; and


 


(iv)          any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05.



 


To the extent that such
REO Income is insufficient for the purposes set forth in clauses (i) through (iv) above and the applicable Special
Servicer has provided written notice of such shortfall to the Servicer at least five Business Days prior to the date that such
amounts are due, the Servicer shall advance the amount of such shortfall unless the Servicer determines that such Advance would
be a Nonrecoverable Advance. If the Servicer does not make any such Advance in violation of the immediately preceding sentence,
the Trustee shall make such Advance, unless the Trustee determines in its good faith judgment that such Advance would be a Nonrecoverable
Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Servicer that an Advance, if made, would
be a Nonrecoverable Advance. The Servicer and the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Interest Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06.
The applicable Special Servicer shall withdraw from each REO Account and remit to the Servicer for deposit into the Collection
Account on a monthly basis on or prior to the related Determination Date the Net REO Income received or collected from each REO
Property, except that in determining the amount of such Net REO Income, the applicable Special Servicer may retain in each REO
Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.


 






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Notwithstanding the foregoing,
the applicable Special Servicer shall not:


 


(i)            permit
the Trust Fund to enter into, renew or extend any New Lease, 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 repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than 10 percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code;
or


 


(iv)          Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the applicable
Special Servicer has requested and received an Opinion of Counsel addressed to such Special Servicer, the Certificate Administrator
and the Trustee (which opinion shall be an expense of the Trust Fund) 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 (determined without
regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time that it is held by the Trust Fund,
in which case such Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The applicable
Special Servicer shall contract with an Independent Contractor for the operation and management of the REO Property, the fees
and expenses of which shall be an expense of the Trust Fund and payable out of REO Income, within 90 days of the Trust
Fund’s acquisition thereof (unless such Special Servicer shall have provided the Trustee and the Certificate
Administrator with an Opinion of Counsel that the operation and management of any REO Property other than through an
Independent Contractor shall not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code) (which opinion shall be an expense of the Trust, allocable as provided in Section
3.06), provided that:


 


(i)            the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)           any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the applicable Special Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;


 






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(iii)          none
of the provisions of this Section 3.18(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations to the Trust Fund, the
Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and


 


(iv)          the
applicable Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties
and obligations in connection with the operation and management of such REO Property.


 


The applicable 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 such Special Servicer by such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification.


 


(c)           Promptly
following any acquisition by the applicable Special Servicer on behalf of the Trust Fund of an REO Property, such Special Servicer
shall obtain an Appraisal thereof, but only if any existing Appraisal with respect thereto is more than nine months old or such
Special Servicer is aware of any change in circumstances that might affect the validity of such existing Appraisal, to determine
the fair market value of such REO Property and shall notify the Depositor, the Trustee, the applicable Special Servicer and the
Certificate Administrator (and the Certificate Administrator shall notify Certificateholders of the results of such Appraisal).
The cost of such Appraisal shall be paid by the Servicer as a Servicing Advance, allocable as provided in Section 3.06(c).


 


(d)           When
and as necessary, the applicable Special Servicer shall send to the Certificate Administrator and the Trustee a statement
prepared by such 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 3.18(a) and 3.18(b).


 


Section 3.19     Sale
of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Mortgage Loan has become a Specially Serviced Mortgage Loan, the applicable Special Servicer
shall order (but shall not be required to have received) an Appraisal of the related Mortgaged Property and within thirty (30)
days of receipt of the Appraisal shall determine the fair value of such Defaulted Mortgage Loan in accordance with the Accepted
Servicing Practices and notify the Servicer of such determination; provided, however, that if such Special Servicer
is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, such 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. Notwithstanding the foregoing, if an Appraisal has been obtained pursuant to Section 3.10 that is not
more than nine months old, and the applicable Special Servicer has no knowledge of any event that would question the validity
of such Appraisal, no new Appraisal will be required under this Section. The applicable Special Servicer may, from time to time,
adjust its fair value determination based upon changed circumstances, new information and other


 






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relevant factors, in each instance
in accordance with a review of such circumstances and new information in accordance with Accepted Servicing Practices.


 


(ii)           [Reserved]


 


(iii)          [Reserved]


 


(iv)          If
any Mortgage Loan becomes a Specially Serviced Mortgage Loan that is a Defaulted Mortgage Loan, the applicable Special Servicer
may offer to sell to any Person any such Specially Serviced Mortgage Loan or may offer to purchase any Specially Serviced Mortgage
Loan, if and when the applicable Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory
arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests
of the Trust Fund on a net present value basis. The applicable Special Servicer is required to give the Trustee and the Certificate
Administrator not less than 5 days prior written notice of its intention to sell any Specially Serviced Mortgage Loan, in which
case applicable Special Servicer is required to accept the highest offer received from any person for the related Whole 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.


 


(v)           (A)
In the absence of any offer at least equal to the Purchase Price pursuant to clause (iv) above (or purchase by the
Special Servicer for such price), the applicable Special Servicer shall, subject to subclause (B) below, accept the
highest offer received from any Person that is determined by such 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. The Trustee (based upon updated
Appraisals (the cost of which shall be paid by the Servicer as a Servicing Advance) received by the Trustee) 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.


 


(B) Consistent
with the terms of the Co-Lender Agreements, if a Mortgage Loan becomes a Specially Serviced Mortgage Loan, then the applicable
Special Servicer shall sell the entire Whole Loan and shall 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). Consistent with the Co-Lender Agreements, no offer from an Interested Person shall constitute a fair price unless
(i) it is the highest offer received and (ii) at least two bona fide offers are received from independent third parties.


 


(C) The applicable
Special Servicer will not be obligated to accept the highest offer if such Special Servicer determines, in accordance with Accepted
Servicing Practices, that the rejection of such offer would be in the best interests of the holders of Certificates and related
Companion Loan Holders as if they constituted a single lender. In addition, the applicable Special Servicer may accept a lower
offer for any such


 






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Specially Serviced Mortgage Loan if it determines, in accordance with Accepted Servicing Practices, that the
acceptance of such offer would be in the best interests of the holders of Certificates and related Companion Loan Holders (as if
they constituted a single lender) (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 applicable Special Servicer or a Person that is an Affiliate of such Special Servicer. The applicable 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 3.19, on the basis of anything other than the related Appraisal and the evaluation by an independent third
party expert.


 


(vi)          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 Trust) designate an independent third party expert in real estate or commercial mortgage loan
matters with at least 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 and costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be paid as a Servicing Advance by the Servicer, and otherwise as an expense of
the Trust. The Trustee may reasonably request such information as is reasonably required from the Servicer or the applicable Special
Servicer, as applicable, in making its determination and may rely on any Appraisals and other information given to the Trustee
by the Servicer or such Special Servicer, as applicable. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Specially Serviced Mortgage Loan.


 

(vii)         Unless
and until any Specially Serviced Mortgage Loan is sold pursuant to this Section 3.19, the applicable Special Servicer shall
pursue such other resolution strategies with respect to such Specially Serviced Mortgage Loan, including, without limitation, workout
and foreclosure, as such Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing
Practices and the REMIC Provisions.


 


(b)           (i)
(A) The applicable Special Servicer may purchase any REO Property (at the Purchase Price therefor). The applicable Special Servicer
may also offer to sell to any Person any REO Property, if and when such Special Servicer determines, consistent with Accepted Servicing
Practices, that such a sale would be in the best economic interest of the Trust Fund. The Special Servicer shall give the Trustee
and the Certificate Administrator and the Servicer, 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 such Special Servicer shall accept the highest bid 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 Accepted Servicing Practices, the Servicer,
an


 






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Affiliate of the Servicer, the applicable Special Servicer or an Affiliate of such 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 bid as set forth in subclause (A) above, the applicable Special Servicer shall, subject to subclause
(C) below, accept the highest bid received from any Person that is determined by such Special Servicer to be a fair price for
such REO Property, if the highest bidder is a Person other than an Interested Person, or if such price is determined to be such
a price by the Trustee, if the highest bidder is an Interested Person. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto. If the Trustee is required to determine whether a cash bid by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least 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 bid 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 and costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be paid as a Servicing Advance, subject to the Servicer’s determination of
recoverability, by the Servicer, and otherwise as an expense of the Trust.


 


(C)          The
applicable Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest
offer if such Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer
would be in the best interests of the Certificateholders (as if they constituted a single lender). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that acceptance of such
offer would be in the best interests of the Certificateholders (as if they constituted a single lender) (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).


 


(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, the cost of which shall be covered by, and shall be reimbursable as, a Servicing Advance, and otherwise
as an expense of the Trust. In determining whether any offer constitutes a fair price for any REO Property, the applicable 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


 






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Property, the state of the local economy and the Trust Fund’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to Accepted Servicing Practices, the applicable Special Servicer shall act on behalf of the Trust Fund 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 Certificate Administrator, the Depositor, the Servicer, either Special Servicer 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 Servicer,
the Special Servicer, the Depositor, the Certificate Administrator nor the Trustee shall have any liability to the Trust Fund or
any Certificateholder with respect to the purchase price therefor accepted by the applicable Special Servicer, the Certificate
Administrator or the Trustee.


 


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


 


(d)          Notwithstanding
anything to the contrary herein, the applicable Special Servicer shall not sell any Whole Loan pursuant to Section
3.19(a) without the written consent of each related Companion Loan Holder (provided that such consent is not
required from a Companion Loan Holder if such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless
such Special Servicer has delivered to each Companion Loan Holder: (a) at least 15 Business Days prior written notice of any
decision to attempt to sell such Whole Loan; (b) at least 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 such Special Servicer in connection with any
such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for such Whole
Loan, and any documents in the Mortgage File reasonably requested by such Companion Loan Holder that are material to the
price of such 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) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Servicer or such Special Servicer in connection with the
proposed sale; provided that such Companion Loan Holder may waive any of the delivery or timing requirements set forth
in this sentence. Each Companion Loan Holder will be permitted to make offers to purchase, and either such party is permitted
to be the purchaser at any sale of, such Whole Loan.


 


Section 3.20     Additional
Obligations of the Servicer and Special Servicer; Inspections; Successor Manager. (a) The Servicer (or with respect to
Specially Serviced Mortgage Loans and REO Properties, the applicable Special Servicer) shall inspect or cause to be inspected
(at their respective expense) each Mortgaged Property in such manner as is consistent with Accepted Servicing Practices, commencing
with the calendar year 2015, each Mortgaged Property at least once every calendar year, provided that if any Mortgage Loan
becomes a Specially Serviced Mortgage Loan, then each related Mortgaged Property shall be


 






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inspected at the expense of the Trust
Fund (allocable as provided in Section 3.06) by the applicable Special Servicer as soon as practicable.


 


(b)           With
respect to each Mortgage Loan, the Servicer or the applicable Special Servicer shall enforce the Trustee’s rights with respect
to the Manager under the related Mortgage Loan Documents and Management Agreement. If the Servicer or the applicable Special Servicer,
as applicable, is entitled to terminate the Manager on any Mortgaged Property due to a default by such Manager under the terms
of its management agreement or otherwise intends to terminate the Manager, the Servicer or such Special Servicer, as applicable,
shall promptly give notice to the Trustee and the Certificate Administrator (who shall copy the Certificateholders), the Mortgage
Loan Seller, the 17g-5 Information Provider and the Depositor. To the extent Servicer or the applicable Special Servicer, as applicable,
is entitled, to appoint a successor manager in accordance with the terms of the Mortgage Loan Documents, the Servicer or such Special
Servicer, as applicable, shall decide whether to effect such recommendation based upon Accepted Servicing Practices.


 


Section 3.21     Appointment
of Custodians. The Certificate Administrator may, with notice to the Servicer, appoint one or more third-party Custodians
to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator. Each such 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 and shall not be the Depositor or
any Affiliate of the Depositor. Each such 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. The appointment of one or more third-party Custodians shall not relieve the Certificate Administrator from any
of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any such
Custodian. Any such Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary
for Custodians that serve in such capacity in commercial mortgage loan securitization transactions.


 


Section 3.22     [Reserved].


 


Section 3.23     Lock
Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts. The Servicer shall administer each Lock
Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan Agreement,
Cash Collateral Account Agreement or Lock Box Agreement, if any. The Servicer shall seek to enforce any provisions of any Mortgage
or Loan Agreement that provide for the establishment of a lock box or other collateral account under certain circumstances, and
the Depositor and the Mortgage Loan Seller will take all reasonable action to assist with such enforcement. Any expenses involved
in the enforcement of such agreements shall be an expense of the Trust Fund (allocable as provided in Section 3.06). In
addition, the Servicer (or, with respect to any Specially Serviced Mortgage Loan, the applicable Special Servicer), is required
to make certain, in accordance with Accepted Servicing Practices, that all maintenance and repairs required to be made by the
related Borrower relating to any Escrow Account are completed in the manner set forth, and within the time requirements specified,
in the related Mortgage Loan Documents.


 






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Section 3.24     Servicing
Advances. (a) The Servicer (or, to the extent specifically provided in this Section 3.24, the Trustee) shall make
any Servicing Advances as and to the extent required pursuant to the terms hereof. The Servicer shall make such Servicing Advances
as are necessary to protect and preserve the security for each Whole Loan, as determined by the Servicer or the applicable Special
Servicer in accordance with Accepted Servicing Practices (subject to the limitations regarding Nonrecoverable Advances). For purposes
of distributions to Certificateholders and compensation to the Servicer, the Certificate Administrator or the Trustee, Servicing
Advances shall not be considered to increase the principal balance of any Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so provide. With respect to any Specially Serviced Mortgage Loan, the applicable Special Servicer shall give the
Servicer and the Trustee not less than five (5) Business Days’ written notice before the date on which the Servicer is requested
to make any Servicing Advance with respect to any Mortgage Loan, any related Companion Loans or any REO Property; provided,
however, that only three (3) Business Days’ written notice shall be required in respect of Servicing Advances required
to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or
insurance payments). If a Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such
request as evidence that such advance is not a Nonrecoverable Advance; provided, however, that no Special Servicer
shall be entitled to make such a request more frequently than once per calendar month with respect to Advances other than emergency
Advances (although such request may relate to more than one Advance). In addition, the applicable Special Servicer shall provide
the Servicer with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine
whether a requested Servicing Advance would constitute a Nonrecoverable Advance.


 


(b)           [Reserved]


 


(c)            Neither
the Servicer nor the Trustee shall be obligated to make a Servicing Advance as to any Mortgage Loan, any related Companion
Loans or any REO Property if the applicable Special Servicer, the Servicer or the Trustee, as applicable, determines (in its
sole discretion) that such Advance will be a Nonrecoverable Advance. The Servicer shall consider an Unliquidated Advance in
respect of prior Servicing Advances for the purpose of recoverability determinations as if such Unliquidated Advance were an
unreimbursed Servicing Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Servicer or
the applicable Special Servicer, as the case may be, that a Servicing Advance, if made, would be a Nonrecoverable Advance.
The Servicer shall be entitled to rely, conclusively, on any determination by the applicable Special Servicer that a
Servicing Advance, if made, would be a Nonrecoverable Advance. Notwithstanding the foregoing, the Servicer may, but shall not
be obligated to, make a Servicing Advance, even if such Advance would be nonrecoverable, if the Servicer determines in its
sole discretion that making such Advance would be in the best interest of the Certificateholders and the Companion Loan
Holders (as if they constituted a single lender).


 


(d)           The
Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of Servicing Advances made by any of them in accordance
with Section 3.06, together with any related Advance Interest Amount in respect of such Servicing Advances, and the Servicer
hereby covenants and agrees to promptly seek and effect the reimbursement of such Servicing Advances from the related Borrowers
to the extent permitted by applicable law and the


 






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related Mortgage Loan Documents. With respect to Advances made on all Mortgage
Loans, the Trustee shall be entitled to recover all of its respective Advances (and interest accrued thereon) before the Servicer
is entitled to recover any of its aggregate Advances (and interest accrued thereon).


 


(e)           Each
reference to the payment or reimbursement of a Servicing Advance shall be deemed to include, whether or not specifically referred
to, payment or reimbursement of Advance Interest Amounts from and including the date of the making of such Advance through and
including the date of payment or reimbursement.


 


(f)            Notwithstanding
anything to the contrary contained in this Agreement, if the applicable Special Servicer is required under any other provision
of this Agreement to direct the Servicer to make a Servicing Advance or is otherwise aware a reasonable period in advance that
it is reasonably likely that such Special Servicer will incur a cost or expense that will, when incurred, constitute a Servicing
Advance, such Special Servicer shall request that the Servicer make such Servicing Advance, such request to be made in writing
and in a timely manner that does not materially and adversely affect the interest of any Certificateholder and at least five Business
Days (or three (3) Business Days’ with respect to Servicing Advances required to be made on an urgent or emergency basis)
prior to the date on which failure to make such Servicing Advance would (with notice from the Trustee regardless of whether such
notice is actually received) constitute a Termination Event pursuant to Section 7.01(a)(vii). The Servicer shall have the
obligation to make any such Servicing Advance that it is requested by the applicable Special Servicer to make within five Business
Days (or three (3) Business Days’ with respect to Servicing Advances required to be made on an urgent or emergency basis)
of the Servicer’s receipt of such request and such information and documents as are reasonably necessary for the Servicer
to make such Servicing Advance. The Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction
of the applicable Special Servicer, together with Advance Interest Amounts, at the same time, in the same manner and to the same
extent as the Servicer is entitled with respect to any other Servicing Advance made thereby.


 



Notwithstanding the foregoing
provisions of this Section 3.24(f) or any other provision of this Agreement to the contrary, the Servicer shall not be required
to make, at the applicable Special Servicer’s direction, any Servicing Advance if the Servicer determines in its reasonable
judgment that the Servicing Advance that such Special Servicer is directing the Servicer to reimburse it for hereunder, although
not characterized by such Special Servicer as a Nonrecoverable Advance, is or would be, if made, a Nonrecoverable Advance. The
Servicer shall notify the applicable Special Servicer, the Certificate Administrator and the Trustee in writing of such determination.


 


Section 3.25     Appointment
of Special Servicer. (a) (i) KeyBank National Association will act as the initial Pearlridge Special Servicer to service
the Pearlridge Mortgage Loan if such mortgage loan becomes a Specially Serviced Mortgage Loan and perform the other obligations
of the Special Servicer hereunder with respect to the Pearlridge Mortgage Loan; and (ii) Pacific Life Insurance Corporation will
act as the initial Scottsdale Special Servicer to service the Scottsdale Mortgage Loan if such mortgage loan becomes a Specially
Serviced Mortgage Loan and perform the other obligations of the Special Servicer hereunder with respect to the Scottsdale Mortgage
Loan.


 






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(b)           If
there is a Special Servicer Termination Event with respect to a Special Servicer, such Special Servicer may be removed and replaced
pursuant to Sections 7.01(c) and 7.02. The Certificate Administrator shall, promptly after receiving notice of any
such removal, so notify the Servicer and each Rating Agency. If the replacement designated in such notice is consented to by the
Trustee and the Certificate Administrator (such consent not to be unreasonably withheld), the termination of the applicable Special
Servicer and appointment of a successor Special Servicer pursuant to this Section 3.25(b) shall not be effective until (i)
Rating Agency Confirmation is provided to the Trustee and the Certificate Administrator regarding such appointment, (ii) the successor
Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder pursuant to a writing reasonably satisfactory
to the Trustee and the Certificate Administrator and (iii) receipt by the Trustee and the Certificate Administrator of an Opinion
of Counsel 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 and (z) this Agreement will be enforceable against such replacement
in accordance with its terms. The Certificate Administrator shall promptly provide copies to the terminated Special Servicer of
the documents referred to in the preceding sentence. Any successor Special Servicer shall make the representations and warranties
provided for in Section 2.04(a) mutatis mutandis.


 


The applicable
existing Special Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming
the Special Servicer hereunder; provided, however, that such Special Servicer removed pursuant to this Section
(i) shall be entitled to receive, and shall have received, all amounts accrued or owing to it under this Agreement on or
prior to the effective date of such removal and shall continue to be entitled to any rights that accrued prior to the date of
such removal (including the right to receive all fees, expenses and other amounts accrued or owing to it under this
Agreement, plus interest at the Advance Interest Rate on all such amounts until received to the extent such amounts bear
interest as provided in this Agreement, with respect to periods prior to the date of such removal) notwithstanding any such
removal and (ii) notwithstanding any such removal, shall be entitled (and the successor Special Servicer shall not be
entitled) to receive any and all Workout Fees payable with respect to such Mortgage Loan, provided (A) such Mortgage
Loan became a Rehabilitated Mortgage Loan during the period in which such removed Special Servicer was acting as Special
Servicer thereof and (B) such Mortgage Loan was a Rehabilitated Mortgage Loan at the time of removal of such Special Servicer
or such Special Servicer has cured the event of default under such Mortgage Loan through a modification, restructuring or
workout negotiated by such Special Servicer and evidenced by a signed writing, but that had not as of the time such Special
Servicer was terminated become a Rehabilitated Mortgage Loan solely because it had not been a performing loan for 3
consecutive months and that subsequently becomes a Rehabilitated Mortgage Loan as a result of the loan being a performing
loan for such 3 consecutive month period (such entitlement to continue until the Workout Fee for such Mortgage Loan ceases to
be payable hereunder). In addition, if the Special Servicer is terminated for any reason hereunder and a Liquidation Fee or
Workout Fee is subsequently payable with respect to a related Specially Serviced Mortgage Loan or related REO Property that
was being administered by such Special Servicer at the time of termination, then the terminated Special Servicer and
the successor Special Servicer shall apportion the Liquidation Fee or Workout Fee between themselves in a manner that
reflects the relative contribution of each such servicer in obtaining the Liquidation Proceeds. Such removed Special Servicer
shall cooperate


 






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with the Trustee and the Certificate Administrator and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer’s responsibilities and rights hereunder, including without limitation the
transfer within two Business Days to the successor Special Servicer for administration by it of all cash amounts that are
thereafter received with respect to the Mortgage Loans.


 


(c)           The
appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, that the Servicer shall not be liable for any actions or
any inaction of such successor Special Servicer.


 


Section 3.26     Transfer
of Servicing Between Servicer and Special Servicer; Record Keeping. (a) Upon determining that a Servicing Transfer Event
has occurred with respect to any Mortgage Loan, the Servicer or the applicable Special Servicer, as applicable, shall promptly
give notice to the Servicer or such Special Servicer, as applicable, and the Servicer shall deliver an electronic copy of the
related Servicing File to such Special Servicer and shall use its reasonable efforts to provide such Special Servicer with all
information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan in the Servicer’s possession, and reasonably requested by such Special Servicer to enable it to assume
its functions hereunder with respect thereto. The Servicer shall use its reasonable efforts to comply with the preceding sentence
within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer
and administrator of such Mortgage Loan until the applicable Special Servicer has commenced the servicing of such Mortgage Loan.
The Servicer shall deliver to the Certificate Administrator and the Trustee a copy of the notice of such Servicing Transfer Event
provided by the Servicer to the applicable Special Servicer, or by such Special Servicer to the Servicer, pursuant to this Section
3.26.







 


Upon determining that
a Specially Serviced Mortgage Loan (other than an REO Mortgage 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 applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage
Loan, and that no other Servicing Transfer Event is continuing with respect thereto, the applicable Special Servicer shall immediately
give notice thereof to the Servicer, and shall return the related Mortgage File to the Certificate Administrator (if applicable)
and Servicing File to the Servicer (or copies thereof if copies only were delivered to applicable Special Servicer) and upon giving
such notice, and returning such Mortgage File to the Certificate Administrator (if applicable) and Servicing File to the Servicer,
applicable Special Servicer’s obligation to service such Rehabilitated Mortgage Loan shall terminate and the obligations
of the Servicer to service and administer such Mortgage Loan shall recommence.


 


(b)           No
later than 60 days after a Servicing Transfer Event for a Whole Loan, the applicable Special Servicer shall deliver in electronic
format a report (the “Asset Status Report”) with respect to such Whole Loan and the related Mortgaged Property
to the Servicer, the Directing Certificateholder (but only so long as no Consultation Termination Event has occurred), the Certificate
Administrator, the 17g-5 Information Provider (which shall promptly


 






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post such report on the 17g-5 Provider’s Website in accordance
with Section 8.14) and the Companion Loan Holders. Such Asset Status Report shall set forth the following information (excluding
any and all Privileged Information) to the extent reasonably determinable based on the information that was delivered to the applicable
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 Borrower;


 


(ii)           a
discussion of the legal and environmental considerations reasonably known to the applicable Special Servicer, consistent with Accepted
Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Whole Loan and whether outside legal counsel has been retained;


 


(iii)          the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)          the
applicable Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing
status and returned to the 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 applicable Special Servicer deems relevant in light of Accepted Servicing Practices.


 


The applicable
Special Servicer shall (x) deliver to the Certificate Administrator a proposed notice to Certificateholders that will include
a summary of any Final Asset Status Report in an electronic format (which shall be a brief summary of the current status of
the Mortgaged Property and strategy (other than Privileged Information) with respect to the resolution and workout of the
Whole Loan), and the Certificate Administrator shall post such summary of the Final Asset Status Report (but not the Final
Asset Status Report) on the Certificate Administrator’s Website and shall deliver any Asset Status Reports to the 17g-5
Information Provider (who shall post such reports to the website pursuant to Section 8.14) and (y) implement the
applicable Final Asset Status Report in the form delivered to the 17g-5 Information Provider pursuant to the first paragraph
of this Section 3.26(b). The applicable Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and, following the prompt delivery of such modified Asset Status Report to the Servicer and 17g-5
Information Provider, and a summary of such report to the Certificate Administrator, (i) the 17g-5 Information Provider shall
post such modified Asset Status Report on the 17g-5 Information Provider’s Website pursuant to Section 8.14 and
(ii) the Certificate Administrator shall post such summary on the Certificate Administrator’s Website. In no event,
however, will the applicable Special Servicer be required to deliver a summary of any interim or draft of an Asset Status
Report.


 


Subject to the last paragraph
of Section 9.03(a), prior to the occurrence and continuance of a Control Event, if within ten (10) Business Days of receiving
an Asset Status


 






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Report, the
Directing Certificateholder does not disapprove such Asset Status Report in writing, the applicable Special Servicer shall
implement the recommended action as outlined in such Asset Status Report. In addition, prior to the occurrence and
continuance of a Control Event, if the Directing Certificateholder disapproves such Asset Status Report within ten (10)
Business Days of receipt and the applicable Special Servicer has not made the determination described below, such 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 Servicer, the Trustee, the
Certificate Administrator 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 8.13(b)). Prior to the occurrence and
continuance of a Control Event, the applicable Special Servicer shall revise such Asset Status Report as described above in
this Section 3.26(b) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days of receiving such revised Asset Status Report, until the Directing
Certificateholder’s approval is no longer required or until the applicable Special Servicer makes the determination
described below. Notwithstanding the foregoing, the applicable Special Servicer (A) may, following the occurrence of an
extraordinary event with respect to any Mortgaged Property or a Whole Loan or, if a failure to take any such action at
such time would be inconsistent with Accepted Servicing Practices, take any action set forth in such Asset Status Report
before the expiration of a ten (10)-Business Day period and (B) shall implement the action recommended in the Asset Status
Report, in each case if it makes a determination in accordance with Accepted Servicing Practices that such affirmative
disapproval is not in the best interest of all the Certificateholders; provided, however, that if the Directing
Certificateholder does not approve or is not deemed to have approved an Asset Status Report within ninety (90) days from the
first submission of an Asset Status Report, then such Special Servicer and the Directing Certificateholder shall use
reasonable efforts to negotiate a mutually agreeable Asset Status Report during the next thirty (30) days, and if they are
unable to reach an agreement within such 30-day period, such Special Servicer shall take the action recommended in its most
recently submitted Asset Status Report; provided, further, that such Asset Status Report is not intended to
replace or satisfy any other specific consent or approval right which the Directing Certificateholder may have pursuant to Section
9.03.


 


The applicable Special
Servicer shall deliver to the Servicer, the Directing Certificateholder (after the occurrence and during the continuance of a Control
Event but so long as no Consultation Termination Event is continuing) and the 17g-5 Information Provider (which shall promptly
post the same to the 17g-5 Information Provider’s Website) a copy of each Final Asset Status Report, in each case with reasonable
promptness following the adoption thereof. The applicable Special Servicer shall provide a summary of such report to the Certificate
Administrator, and the Certificate Administrator shall post such summary on the Certificate Administrator’s Website. During
the continuance of a Consultation Termination Event, the Directing Certificateholder (other than in its capacity as a Certificateholder)
shall have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect to
any matter set forth therein.


 


After the occurrence
and during the continuance of a Control Event but so long as no Consultation Termination Event is continuing, the applicable Directing
Certificateholder shall be entitled to consult with the applicable Special Servicer (on a non-binding basis) and propose


 






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alternative
courses of action and provide other feedback in respect of any Asset Status Report. Following the occurrence of a Consultation
Termination Event with respect to a Mortgage Loan, the related Directing Certificateholder shall have no right to consult with
the applicable Special Servicer with respect to the Asset Status Reports. The applicable Special Servicer may choose to revise
the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account
any input and/or recommendations of such Directing Certificateholder, but is under no obligation to follow any particular recommendation
of such Directing Certificateholder during the continuance of a Control Event
but prior to the occurrence of a Consultation Termination Event.


 


Notwithstanding anything
herein to the contrary: (i) the applicable Special Servicer shall have no right or obligation to consult with or to seek and/or
obtain consent, approval or direction from any Directing Certificateholder prior to or after acting or making any determination
(and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following
any resignation or removal of a Directing Certificateholder and before a replacement is selected and/or identified; and (ii) no
advice, direction or objection from or by the Directing Certificateholder, as contemplated by Section 9.03, or pursuant
to any other provision of this Agreement, as contemplated by this Agreement or the related Co-Lender Agreements, may (and the applicable
Special Servicer may ignore and act without regard to any such advice, direction or objection that such Special Servicer has determined,
in its reasonable, good faith judgment, would): (A) require or cause such Special Servicer to violate applicable law, the terms
of the Mortgage Loan Documents, the Co-Lender Agreements or this Agreement, including such Special Servicer’s obligation
to act in accordance with Accepted Servicing Practices, (B) result in an Adverse REMIC Event, (C) expose the Trust, the Depositor,
the Servicer, such Special Servicer, the Certificate Administrator, the Trustee or any of their respective Affiliates, members,
managers, officers, directors, employees or agents, to any claim, suit or liability or (D) materially expand the scope of the Servicer’s
or such Special Servicer’s responsibilities under this Agreement.


 


The Servicer and the
applicable Special Servicer shall comply with applicable law, the Accepted Servicing Practices, this Agreement and the Mortgage
Loan Documents.


 


(c)           Upon
receiving notice of (A) the occurrence of the events described in clause (iii) or clause (ix) of the definition of
Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), or (B) the request by
a Borrower for the amendment or modification of a Mortgage Loan which is not a Specially Serviced Mortgage Loan for which the applicable
Special Servicer is responsible for such amendment or modification pursuant to Section 3.09 and Section 3.28, the
Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide such Special Servicer
with all information relating to the Mortgage Loan and reasonably requested by such Special Servicer to enable it to negotiate
with the related Borrower and prepare for any such proceedings. The Servicer shall use its reasonable efforts to comply with the
preceding sentence within 5 Business Days of the occurrence of each such event.


 


(d)           Upon
determining that a Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage Loan, the applicable Special Servicer shall
promptly give notice thereof to the Servicer, and upon giving such notice, such Mortgage Loan shall cease to be a Specially


 






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Serviced
Mortgage Loan, such Special Servicer’s obligation to service such Mortgage Loan shall terminate and the obligations of the
Servicer to service and administer such Mortgage Loan shall resume. In addition, if the related Borrower has been instructed, pursuant
to subsection (a) above, to make payments to the applicable Special Servicer, such Special Servicer shall instruct the related
Borrower to remit all payments in respect of such Mortgage Loan directly to the Servicer.


 


(e)           In
servicing any Specially Serviced Mortgage Loan, the applicable Special Servicer shall provide to the Certificate Administrator
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
(to the extent such documents are in the possession of such Special Servicer) and copies of any additional related Mortgage Loan
information, including correspondence with the related Borrower, and such Special Servicer shall promptly provide copies of all
of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of such Special
Servicer.


 


(f)            Notwithstanding
the provisions of the preceding subsection (a), the Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Mortgage Loans and shall provide the applicable Special Servicer with any information reasonably required
by such Special Servicer to perform its duties under this Agreement. The applicable Special Servicer shall provide the Servicer
with any information reasonably required by the Servicer to perform its duties under this Agreement.


 


(g)           While
any Mortgage Loan is a Specially Serviced Mortgage Loan, not later than 4:00 p.m. (New York Time) on each Determination
Date, the applicable Special Servicer shall deliver to the Servicer (i) the CREFC® Special Servicer Loan File
with respect to the Specially Serviced Mortgage Loan, (ii) to the extent not included in the CREFC® Special Servicer Loan
File, a written statement describing the amount of all payments on account of interest received on the Specially Serviced
Mortgage Loan, the amount of all payments on account of principal received on the Specially Serviced Mortgage Loan, the
amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any REO Income
received with respect to any Mortgaged Property, and the amount of net income or net loss, as determined from 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 rental
income that does not constitute Rents from Real Property with respect to, any REO Property, in each case in accordance with Section
3.18 and (iii) such additional information relating to the Specially Serviced Mortgage Loan as the Servicer or
Certificate Administrator reasonably requests to enable it to perform its duties under this Agreement.


 


Section 3.27     Limitations
on and Authorizations of the Servicer and Special Servicer with Respect to Certain Mortgage Loans. (a) Prior to taking any
action with respect to a Mortgage Loan secured by Mortgaged Properties located in a “one action” or “election
of remedies” state, the Servicer or the applicable Special Servicer, as applicable, shall consult with legal counsel, the
fees and expenses of which shall be an expense of the Trust Fund (allocable as provided in Section 3.06).


 


(b)           The
Servicer shall send written notice to each Borrower and the related Manager and clearing bank (countersigned by the Depositor)
to the effect that, if applicable, the


 






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Servicer and/or the Trustee have been appointed as the “designee” of the lender
under any related Lock Box Agreement.


 


(c)           [Reserved]


 


(d)           [Reserved]


 


(e)           [Reserved]


 


(f)            The
Servicer or the applicable Special Servicer shall waive any or all of the Yield Maintenance Default Premiums collected on the Mortgage
Loans only if it determines, in accordance with Accepted Servicing Practices, that such action would be in the best interests of
the Certificateholder, and is in compliance with the REMIC Provisions.


 


(g)           [Reserved]


 


(h)           With
respect to the Mortgage Loans, to the extent the related Mortgage Loan Documents permit transfers of more than 49% of the interests
in the related Borrower or Mortgaged Property, and such transfers are subject to Rating Agency Confirmation if required by the
lender, the Servicer or applicable Special Servicer, as applicable, shall obtain such Rating Agency Confirmation prior to consenting
to any such transfer.


 


(i)            To
the extent consistent with the related Mortgage Loan Documents, the Servicer or the applicable Special Servicer, as applicable,
shall, in accordance with Accepted Servicing Practices, require the related Borrower to pay all expenses associated with obtaining
any Rating Agency Confirmation required hereunder or under the related Mortgage Loan Documents.


 


If the related
Borrower does not pay such fee, such fee shall be paid as a Servicing Advance and shall be borne by the Trust Fund as
provided in Section 3.06. The Servicer or the applicable Special Servicer, as applicable, shall, to the extent
consistent with Accepted Servicing Practices, use reasonable efforts to collect any such amounts from the related
Borrower.


 


Section 3.28     Modification,
Waiver, Amendment and Consents. (a) The Servicer (with respect to non-Specially Serviced Mortgage Loan) or the applicable
Special Servicer (with respect to Specially Serviced Mortgage Loans) may, subject to (x) the consent of the Directing Certificateholder
(subject to limitations on such consent pursuant to Section 9.03(a) herein) prior to the occurrence and continuance of
a Control Event and (y) the consultation and review rights of the Directing Certificateholder (subject to limitations on such
rights pursuant to Section 9.03(a) herein) after the occurrence and during the continuance of a Control Event but prior
to the occurrence of a Consultation Termination Event, modify, waive or amend any term of any Mortgage Loan if such modification,
waiver or amendment (a) is consistent with Accepted Servicing Practices, (b) does not either (i) cause either the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) constitute a significant modification of such Mortgage Loan under
Treasury Regulations Section 1.860G-2(b) (and the Servicer or such Special Servicer, as applicable, may obtain and be entitled
to rely upon an Opinion of Counsel in connection with such determination) and (c) would not adversely affect in any material respect


 






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the interest of any Certificateholder not consenting thereto. Notwithstanding anything herein to the contrary, in no event may
the Servicer or such Special Servicer permit an extension of any Maturity Date beyond the date that is (i) three (3) years after
the final Maturity Date of the related Mortgage Loan or (ii) in the case of the Pearlridge Mortgage Loan, twenty (20) years prior
to the expiration of the Kamehameha Schools Ground Leases. In connection with (i) the release of a Mortgaged Property or any portion
of a Mortgaged Property from the lien of the related Mortgage Loan (including following a casualty) or (ii) the taking of a Mortgaged
Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage
Loan Documents require the Servicer or the applicable Special Servicer, as applicable, to calculate (or to approve the calculation
of the related Borrower 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 exclude the value of personal property and going concern value, if any.
The Servicer shall provide to the applicable Special Servicer notice of all Borrower requests related to any Mortgage Loan modification
or assumption and, so long as no Consultation Termination Event is continuing, such Special Servicer shall forward such notice
to the Directing Certificateholder.


 


(b)          All
modifications, waivers or amendments of any Mortgage Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices and the REMIC Provisions. The Servicer or the applicable Special Servicer, as applicable,
shall notify the Trustee, the Certificate Administrator and the Depositor in writing, of any modification, waiver or
amendment of any term of any Mortgage Loan and the date thereof, and shall deliver to the Custodian an original recorded
counterpart of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the
execution and recordation thereof. In the event the Servicer or applicable Special Servicer, or a court of competent
jurisdiction in connection with a workout or proposed workout of any Mortgage Loan, adversely modifies the interest rate
applicable to such Mortgage Loan, the aggregate economic effect of the modification (if any) shall be applied to the
Certificates, in reverse order of seniority. If any Mortgage Loan is modified, the related Net Mortgage Rate shall not change
for purposes of distributions on the Certificates.


 


(c)           [Reserved]


 


(d)           Subject
to Section 3.31 of this Agreement, prior to implementing any Major Decision, the Servicer or applicable Special Servicer
shall obtain a Rating Agency Confirmation from each Rating Agency.


 


(e)           Notwithstanding
the foregoing, the Servicer or the applicable Special Servicer, as applicable, may, in accordance with Accepted Servicing Practices
(without any Rating Agency Confirmation), grant a Borrower’s request for consent to subject the related Mortgaged Property
to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar purpose
and may consent to subordination of the Mortgage Loan to such easement, right-of-way or similar agreement and may not condition
the granting of any of the above on receipt of Rating Agency Confirmation if such condition would not be consistent with or permitted
by the Mortgage Loan Documents.


 






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Section 3.29     [RESERVED].


 


Section 3.30     [RESERVED].


 


Section 3.31     Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement,
if any action under any Mortgage Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent
to such action, if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation from
each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days
of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has
not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request
nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party shall be required to confirm 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”.


 


If there is no
response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response
Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such
request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan Document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to
the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating
Agency Confirmation shall be considered satisfied with respect to such Rating Agency and the Servicer or the applicable
Special Servicer, as the case may be, may then take such action if the Servicer or the applicable Special Servicer, as
applicable, determines that taking the action with respect to which it requested the Rating Agency Confirmation would be
consistent with Accepted Servicing Practices, and (y) with respect to a replacement of the Servicer or applicable Special
Servicer, such condition shall be considered satisfied (i) if (A) the servicer or special servicer, as applicable, is acting
as servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating
Agency within the twelve (12) month period prior to the date of determination and (B) Morningstar has not cited servicing
concerns of the applicable replacement as the sole or material factor in a rating action or 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 CMBS transaction serviced by the applicable servicer prior to the time of determination, as evidenced by
an Officer’s Certificate of the replacement Servicer or such Special Servicer, as applicable, if Morningstar is the
non-responding Rating Agency and (ii) if the replacement servicer or special servicer is on S&P’s Select Servicer
List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is
the non-responding Rating Agency.


 


Any Rating Agency Confirmation
requests made by the Certificate Administrator, the Servicer, the requesting Special Servicer or the Trustee, as applicable, pursuant
to this Agreement, shall be made in writing (and email shall be sufficient as a writing), which writing shall contain a cover page
indicating the nature of the Rating Agency Confirmation request, and


 






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shall contain all back-up material the Servicer, the applicable
Special Servicer, Certificate Administrator or Trustee, as applicable, reasonably deems 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 within 2 Business
Days in accordance with Section 8.14.


 


Promptly following the
Servicer or applicable Special Servicer’s determination to take any action discussed in this Section 3.31 without
receiving Rating Agency Confirmation, the Servicer such Special Servicer shall provide 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 post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 8.14.


 


(b)           Notwithstanding
the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the related Co-Lender Agreement,
with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the
servicing and administration of the Whole Loan or any REO Property (the “Relevant Action”) requires
delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as
set forth below in this paragraph, such action shall also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation
shall be sought by the Servicer or the applicable Special Servicer, as applicable, depending on whichever such party is
seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a
Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject to, will be permitted
to be waived by the Servicer and the applicable Special Servicer on, and will be deemed not to apply on, the same terms and
conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided that the
Servicer or such Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency
Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable),
the 17g-5 Information Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or such
Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of
the Other Securitization Trust to the extent not borne by the related Borrower, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business
Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the 17g-5 Information
Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action
at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any
other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion
Loan Rating Agency Confirmation promptly following such request.


 


Section 3.32     Companion
Loan Intercreditor Matters.


 


(a)           If,
pursuant to Section 3.19 of this Agreement, a Mortgage Loan is, in its entirety, purchased or repurchased from the Trust
Fund, the subsequent holder thereof shall be


 






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bound by the terms of the related Co-Lender Agreement and shall assume the rights
and obligations of the holder of the related Trust Notes under the related Co-Lender Agreement. All portions of the related Mortgage
File and (to the extent provided under the applicable Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage
Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity
as the holder of the related Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the actual
Note) on behalf of the holders of the related Non-Trust Notes that represent the related Companion Loans. Thereafter, such Mortgage
File shall be held by the holder of the related Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf
of itself and the related Companion Loan Holders as their interests appear under the applicable Co-Lender Agreement. If the related
servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer,
as the case may be, under any separate servicing agreement for the related Whole Loan.


 


(b)           In
connection with the repurchase of only one Mortgage Loan Seller’s portion of a Mortgage Loan (or less than all of the
Mortgage Loan Sellers’ portions of a Mortgage Loan, (i) the related Whole Loan will continue to be serviced by the
Servicer and, if applicable, the applicable Special Servicer, in accordance with the terms of this Agreement on behalf of the
Mortgage Loan Seller repurchasing its interest in the Mortgage Loan, the Certificateholders and the Companion Loan Holders as
a collective whole, and the Servicer or the applicable Special Servicer, as applicable, will be the sole representative of
the Mortgage Lender in connection with any enforcement, bankruptcy or other proceeding, (ii) the Trustee will remain the
mortgagee of record with respect to the related Mortgage, (iii) the Certificate Administrator Fee rate, Servicing Fee and/or
Special Servicing Fee with respect to the Mortgage Loan will continue to be calculated based on the entire outstanding
principal balance of such Mortgage Loan, (iv) the Certificate Administrator (as custodian) will retain all portions of the
Mortgage File other than the related repurchased Note, (v) the Mortgage Loan Seller repurchasing its interest in the Mortgage
Loan will be entitled to remittances on the Distribution Date of its applicable pro rata share of amounts allocable to
such Mortgage Loan, based upon its respective interest in such Mortgage Loan that would otherwise be available for
distribution on such Distribution Date to Certificateholders (other than any amounts in respect of any Monthly Advance) with
respect to that Mortgage Loan and such amounts will be wired in accordance with the directions provided to the Certificate
Administrator and the Servicer by the Mortgage Loan Seller repurchasing its interest in the Mortgage Loan at least ten (10)
Business Days prior to the related Distribution Date, (vi) the Mortgage Loan Seller repurchasing its interest in the Mortgage
Loan will be entitled to receive any and all reports and have access to any and all information that a Certificateholder
would otherwise have under the terms of this Agreement upon submission of an Investor Certification to the Certificate
Administrator, (vii) no amendment may be made to this Agreement or the related Mortgage Loan Purchase Agreement that would
materially and adversely affect the rights of the Mortgage Loan Seller repurchasing its interest in the Mortgage Loan
in respect of the repurchased Mortgage Loan Seller interest in the Mortgage Loan without the consent of such repurchasing
Mortgage Loan Seller, and (viii) if (in accordance with this Agreement) the applicable Special Servicer elects to sell the
issuing entity’s share of the Mortgage Loan following a default thereunder, it must sell the entire Whole Loan on
behalf of the Mortgage Loan Seller repurchasing its interest therein, the Certificateholders and the holders of the Companion
Loans as a collective whole. Neither the Servicer nor the Trustee will make any Monthly Advance with respect to any Mortgage
Loan Seller’s interest in the Mortgage


 






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Loan that has been repurchased as described above. All Servicer, Trustee,
Certificate Administrator and applicable Special Servicer compensation will continue to be paid on each percentage interest
in the Mortgage Loan that has been partially repurchased as set forth hereunder.


 


(c)           Notwithstanding
anything in this Agreement to the contrary, but only to the extent required under the related Co-Lender Agreement, the Servicer
or Special Servicer, as applicable, shall consult with the applicable Companion Loan Holders with respect to any matters with respect
to the servicing of such Companion Loans to the extent required under the related Co-Lender Agreement. In addition, notwithstanding
anything to the contrary, the Servicer or applicable Special Servicer, as applicable, shall deliver reports and notices to each
Companion Loan Holder to the extent required under the related Co-Lender Agreement.


 


(d)           For
so long as no Consultation Termination Event has occurred, the Servicer or the applicable Special Servicer, as applicable, shall
provide notice to the Directing Certificateholder of any material notices that the Servicer or such Special Servicer has received
under or related to any franchise agreement, management agreement, comfort letter, subordination, non-disturbance and attornment
agreement, recognition agreement or similar agreement.


 


(e)           With
respect to each Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth,
to the extent applicable to such Whole Loan:


 


(i)            (A)
the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount
of scheduled principal payments, balloon payments, principal prepayments made at the option of the related Borrower or other
principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to such Whole Loan;


 


(ii)           the
amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to such
Whole Loan;


 


(iii)          the
amount of the distribution to each related Companion Loan Holder, separately identifying the non-default interest, principal and
other amounts included therein, and if the distribution to a related Companion Loan Holder is less than the full amount that would
be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall
and the allocation thereof between interest and principal and the amount of the shortfall, if any, under such Whole Loan;


 


(iv)          the
principal balance of each of such Whole Loan and the related Companion Loans after giving effect to the distribution of principal
as of the end of the related Collection Period; and


 


(v)           the
amount of the servicing compensation paid to the Servicer and the applicable Special Servicer with respect to the most recent Distribution
Date, showing


 






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separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Remittance
Date, the Servicer shall make the foregoing statement available to each Companion Loan Holder by electronic means.


 


(f)            At
any time after a Companion Loan has become part of an Other Securitization Trust and, provided that the applicable parties
hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be
delivered to the related Companion Loan Holder pursuant to this Agreement or the applicable Co-Lender Agreement shall be delivered
to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to
the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
related Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied
its delivery obligations with respect to such items hereunder or under the related Co-Lender Agreement.


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions. (a) On each Distribution Date, the Certificate Administrator
shall be deemed to withdraw amounts deposited in the Lower-Tier Distribution Account for such Distribution Date and be deemed
to distribute such funds in respect of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC pursuant to Sections
4.01(a)(ii) and 4.01(i) by depositing such amounts in the Upper-Tier Distribution Account. The amounts specified
in the preceding sentence shall be held in the Upper-Tier Distribution Account in respect of the Regular Certificates until
distributed to the Holders thereof.


 


(i)            [Reserved]


 


(ii)           With
respect to such Distribution Date, the timing and amounts of distributions of interest and principal and the reimbursement of Realized
Losses on each Uncertificated Lower-Tier Interest will be identical to such amounts, reimbursements and timing on the Related Certificates
(and in the case of the Class LA, Class LB and Class LC Uncertificated Interest, will include interest amounts in respect of the
Class X Certificates to the extent actually distributable thereon as provided in this Section 4.01, except that, solely
for this purpose, all calculations of interest with respect to the Class LA, Class LB and Class LC Uncertificated Interests shall
be made at their related Pass-Through Rates, with the portion thereof corresponding to the Pass-Through Rates of the Related Certificates
paid in the same priority as such Related Certificates, as applicable, and pro rata as among the Class LA, Class LB and
Class LC Uncertificated Interests (based on the interest accrued on each such Class of Uncertificated Lower-Tier Interest) at an
interest rate equal to the difference between the Net WAC Rate of the


 






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Mortgage Loans and the Pass-Through Rate of such Related
Certificates, as applicable. Any amounts remaining in the Lower-Tier Distribution Account on any Distribution Date after the distributions
described in this Section 4.01(a)(ii) and the distributions of any Yield Maintenance Default Premiums pursuant to Section
4.01(i) shall be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest.


 


(b)           The
Certificate Administrator shall distribute to each Class of Pooled Certificates the amounts on deposit in the Distribution Account
in respect of the Pooled Available Funds in the amounts and in the order of priority set forth below:


 


(i)            First,
to the Class A and Class X Certificates, pro rata, based on their respective Interest Distribution Amounts, up to an amount
equal to the aggregate of the Interest Distribution Amounts of such Classes with respect to such Distribution Date;


 


(ii)           Second,
to the Class A Certificates, in reduction of the Certificate Balance thereof, in an amount up to the applicable Adjusted Certificate
Principal Distribution Amount for such Distribution Date, until the Certificate Balance thereof has been reduced to zero;


 


(iii)          Third,
to the Class A Certificates in an amount up to the aggregate of unreimbursed Realized Losses previously allocated to such Class,
plus interest thereon at the related Pass-Through Rate thereon in effect from time to time, compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(iv)          Fourth,
to the Class B Certificates, in an amount up to such Class’s Interest Distribution Amount with respect to such Distribution
Date;




 


(v)           Fifth,
to the Class B Certificates, in reduction of the Certificate Balance thereof, in an amount up to the applicable Adjusted Certificate
Principal Distribution Amount for such Distribution Date less any portion of such Adjusted Certificate Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance thereof has been reduced to zero;


 


(vi)          Sixth,
to the Class B Certificates, in an amount up to the aggregate of unreimbursed Realized Losses previously allocated to such Class,
plus interest thereon at the related Pass-Through Rate thereon in effect from time to time, compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(vii)         Seventh,
to the Class C Certificates, in an amount up to such Class’s Interest Distribution Amount with respect to such Distribution
Date;


 


(viii)        Eighth,
to the Class C Certificates, in reduction of the Certificate Balance thereof, in an amount up to the applicable Adjusted Certificate
Principal Distribution Amount for such Distribution Date less any portion of such Adjusted Certificate Principal Distribution Amount
distributed pursuant to all prior clauses, until the Certificate Balance thereof has been reduced to zero;


 






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(ix)           Ninth,
to the Class C Certificates, in an amount up to the aggregate of unreimbursed Realized Losses previously allocated to such Class,
plus interest thereon at the related Pass-Through Rate thereon in effect from time to time, compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(x)           Tenth,
to pay interest on any Interest Shortfalls allocated to any Class of Regular Certificates at the related Pass-Through Rate from
the date the Interest Shortfall was allocated to such Class to but not including the date such Interest Shortfall was repaid in
the following order: (A) the Class A and Class X Certificates, pro rata, based on the amount of such Interest Shortfalls,
(B) the Class B Certificates, and (C) the Class C Certificates; and


 


(xi)          Eleventh,
to the Class R Certificates (in respect of the Class UT-R Interest).


 


All references to pro
rata in the preceding clauses and sub-clauses with respect to interest and Interest Shortfalls shall mean pro rata based
on the amount distributable pursuant to such clauses and sub-clauses.


 


While the Certificate
Balance of any Class of Certificates has been reduced to zero, such Class will not be entitled to any further distributions in
respect of interest or principal other than reimbursements of Realized Losses (including
by application of Recovered Amounts as set forth in Section 1.04(c)), Interest Shortfalls and interest on such Interest
Shortfalls and Realized Losses.


 


(c)           The
Certificate Administrator shall distribute to each Class of Loan Specific Certificates the amounts on deposit in the
Distribution Account in respect of the applicable Loan Specific Available Funds for each Mortgage Loan distributed to the
Classes of Loan Specific Certificates related to such Mortgage Loan in the amounts and in the order of priority set forth
below:


 


(i)            First,
to the senior-most Class of related Loan Specific Certificates, up to an amount equal to the applicable Interest Distribution Amount
of such Class with respect to such Distribution Date;


 


(ii)           Second,
to the senior-most Class of related Loan Specific Certificates, in reduction of the Certificate Balance of such Class, in an amount
up to the applicable Adjusted Certificate Principal Distribution Amount for such Distribution Date, until such Certificate Balance
has been reduced to zero;


 


(iii)          Third,
to the senior-most Class of related Loan Specific Certificates, in an amount up to the aggregate of unreimbursed Realized Losses
previously allocated to such Class, plus interest on such Realized Losses at the related Pass–Through Rate in effect from
time to time, compounded monthly from the date the related Realized Loss was allocated to such Class;


 






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(iv)          Fourth,
to the next Class of related Loan Specific Certificates in numerical order, up to an amount equal to the applicable Interest Distribution
Amount of such Class with respect to such Distribution Date;


 


(v)           Fifth,
to the next Class of related Loan Specific Certificates in numerical order, in reduction of the Certificate Balance of such
Class, in an amount up to the applicable Adjusted Certificate Principal Distribution Amount for such Distribution Date less any
portion of such Adjusted Certificate Principal Distribution Amount distributed pursuant to all prior clauses, until such Certificate
Balance has been reduced to zero;


 


(vi)          Sixth,
to the next Class of related Loan Specific Certificates in numerical order, in an amount up to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest on such Realized Losses at the related Pass–Through Rate in effect
from time to time, compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(vii)         Seventh,
if applicable, to the next Class of related Loan Specific Certificates in numerical order, up to an amount equal to the applicable
Interest Distribution Amount of such Class with respect to such Distribution Date;


 


(viii)        Eighth,
if applicable, to the next Class of related Loan Specific Certificates in numerical order, in reduction of the Certificate Balance
of such Class, in an amount up to the applicable Adjusted Certificate Principal Distribution Amount for such Distribution Date
less any portion of such Adjusted Certificate Principal Distribution Amount distributed pursuant to all prior clauses, until such
Certificate Balance has been reduced to zero;


 


(ix)           Ninth,
if applicable, to the next Class of related Loan Specific Certificates in numerical order, in an amount up to the aggregate
of unreimbursed Realized Losses previously allocated to such Class, plus interest on such Realized Losses at the related
Pass–Through Rate in effect from time to time, compounded monthly from the date the related Realized Loss was allocated
to such Class;


 


(x)           Tenth,
to the related Classes of Loan Specific Certificates in numerical order, in each case, to pay interest on any Interest Shortfalls
allocated to any Class of related Loan Specific Certificates at the related Pass-Through Rate from the date the Interest Shortfall
was allocated to such Class to but not including the date such Interest Shortfall was allocated to such Class; and


 


(xi)          Eleventh,
to the Class R Certificates (in respect of the Class UT-R Interest);


 


All references to pro
rata in the preceding clauses with respect to interest and Interest Shortfalls shall mean pro rata based on the amount
distributable pursuant to such clauses. All references to “numerical order” with respect to the Loan Specific Certificates
shall mean first to the Class PR-1 Certificates and then to the Class PR-2 Certificates or first to the Class SQ-1 Certificates,
then to the Class SQ-2 Certificates and then to the Class SQ-3 Certificates, as applicable.


 






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While the Certificate
Balance of any Class of Certificates has been reduced to zero, such Class will not be entitled to any further distributions in
respect of interest or principal other than reimbursements of Realized Losses (including
by application of Recovered Amounts as set forth in Section 1.04(c)), Interest Shortfalls and interest on such Interest
Shortfalls and Realized Losses.


 


Amounts payable on any
Distribution Date in respect of the Classes of Loan Specific Certificates related to one Mortgage Loan will not be available to
make distributions on (or reimbursements in respect of) the Classes of Loan Specific Certificates related to the other Mortgage
Loan or on any of the Classes of Pooled Certificates.


 


(d)           All
amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date by check mailed by first Class mail to the address set forth therefor in the Certificate Register or, provided that
such Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders
of such final distribution.


 


(e)           Realized
Losses allocated to the Mortgage Loans shall be applied with respect to the Principal Balance Certificates dollar for
dollar, without a principal distribution, as a reduction of the aggregate Certificate Balance of the Principal Balance
Certificates as follows: (i) with respect to Realized Losses that are not specific to a particular Mortgage Loan, such
Realized Losses shall be allocated first, pro rata between the Non-Pooled Trust Notes until the outstanding
balances of such Non-Pooled Trust Notes have been reduced to zero, and then to the Pooled Trust Notes, with Realized
Losses so allocated to the Non-Pooled Trust Notes for a particular Mortgage Loan being allocated in turn to the Certificate
Balance of the related Classes of Loan Specific Certificates in reverse numerical order, and Realized Losses so allocated to
the Pooled Trust Notes being allocated to the Certificate Balances of the Class C, Class B and Class A Certificates, in that
order; and (ii) with respect to Realized Losses that are Mortgage Loan specific, (“Loan Specific Realized
Losses”) such Realized Losses shall be allocated first, to the related Classes of Loan Specific
Certificates, in reverse numerical order, in reduction of the Certificate Balances thereof, and then to the
Certificate Balances of the Class C, Class B and Class A Certificates, in that order. Allocations of Realized Losses or Loan
Specific Realized Losses to any Class of Certificates shall be deemed to result in a corresponding reduction of the
Lower-Tier Principal Amount of the Related Uncertificated Lower-Tier Interest.


 


Shortfalls in principal
caused by Additional Trust Fund Expenses allocated to the Pooled Trust Notes shall be applied dollar for dollar, without a principal
distribution, as a reduction to the Certificate Balances of the Class C, Class B and Class A Certificates, in that order,
and if allocable to interest, (1) to the Class C Certificates, (2) to the Class B Certificates


 






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and then (3) to the Class
A Certificates and Class X Certificates, pro rata based on interest accrued. Such shortfalls shall be allocable first to
principal distributions, if any, on the applicable Class, and then to interest distributions, if any, on the applicable Class.


 


(f)          The
Certificate Administrator shall, as many days as is reasonably practicable prior to the date on which the final distribution with
respect to any Class of Certificates is expected to be made, forward to each Holder of such Class of Certificates, on such date
a notice to the effect that:


 


(A)         the
Certificate Administrator reasonably expects, based upon information previously provided to it, 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 office of the Certificate Administrator therein specified, and


 


(B)         if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such Distribution
Date;


 


provided, however, that the
Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


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 in trust for the benefit of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
4.01(i) shall not have been surrendered for cancellation within six months after the time specified in such notice, the
Certificate Administrator shall deliver a second notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of
their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be
paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for
cancellation, the Certificate Administrator shall distribute such amounts as provided in Section 10.01(e). No interest
shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or 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(i). Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall be for the benefit of the Certificate
Administrator. Notwithstanding anything herein to the contrary, for so long as Wells Fargo Bank, National Association serves
as Certificate Administrator, all funds held by the Certificate Administrator shall remain uninvested.


 


(g)           On
any Distribute Date, Yield Maintenance Default Premium Amounts collected during the related Due Period, if any, in respect of a
Mortgage Loan shall be allocated among the Trust Notes as provided in the Co-Lender Agreements.


 






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(h)           On
any Distribution Date, the portion of any Yield Maintenance Default Premium amounts, if any, collected in respect of each Mortgage
Loan and allocated to the Pooled Trust Notes during the related Due Period shall be distributed by the Certificate Administrator
to the holders of each Class of Pooled Certificates (excluding the Class R Certificates) in the following manner: (A) the holders
of each Class of Pooled Principal Balance Certificates shall be entitled to receive on each Distribution Date an amount of such
Yield Maintenance Default Premiums, for the Mortgage Loan prepayments allocated to the Pooled Trust Notes, equal to the product
of (a) a fraction whose numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator
is the total amount of principal distributed to all of the Pooled Principal Balance Certificates representing principal payments
in respect of the Mortgage Loans allocated to the Pooled Trust Notes on such Distribution Date, (b) the Base Interest Fraction
for the related Principal Prepayment in respect of the Mortgage Loans allocated to the Pooled Trust Notes and such Class of Pooled
Certificates, and (c) the Yield Maintenance Default Premium amounts collected in respect of the Mortgage Loans and allocated to
the Pooled Trust Notes during the related Due Period, and (B) any Yield Maintenance Default Premium amounts collected in respect
of the Mortgage Loans and allocated to the Pooled Trust Notes during the related Due Period remaining after such distributions
shall be distributed to the Class X Certificates.


 


(i)            On
any Distribution Date, the portion of any Yield Maintenance Default Premium amounts, if any, collected in respect of a
Mortgage Loan allocated to the related Non-Pooled Trust Notes during the related Due Period shall be distributed by the
Certificate Administrator to the holders of each Class of Loan Specific Certificates related to such Mortgage Loan following
manner: the holders of each such Class of Loan Specific Certificates shall be entitled to receive on each Distribution Date
an amount of Yield Maintenance Default Premiums, for the Mortgage Loan prepayments allocated to the related Non-Pooled Trust
Notes, equal to the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on such
Distribution Date and whose denominator is the total amount of principal distributed to all of the Loan Specific Certificates
related to such Mortgage Loan representing principal payments in respect of such Mortgage Loan allocated to such Non-Pooled
Trust Notes on such Distribution Date and (b) the Yield Maintenance Default Premium amounts collected in respect of such
related Mortgage Loan and allocated to the Non-Pooled Trust Notes during the related Due Period.


 


All Yield Maintenance
Default Premiums distributable pursuant to Section 4.01(h)-(i) shall first be deemed to have been distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Class LA Uncertificated Interest (whether or not the Lower-Tier Principal Amount
of such Uncertificated Lower-Tier Interest has been reduced to zero).


 


(j)            Appraisal
Reduction shall be applied for the purpose of determining the amount of any Monthly Advance on any Mortgage Loan pursuant to Section
4.07(b), to the related Mortgage Loan, with any such amounts to be allocated to the Class C, Class B and Class A Certificates,
in that order (provided in each case that no Certificate Balance in respect of any such Class shall be notionally reduced below
zero). Once a Final Recovery Determination has been made with respect to any Mortgage Loan, any applicable Appraisal Reduction
applied to the Certificates shall be reversed in its entirety. In addition, when a Mortgage Loan is no


 






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longer a Required Appraisal
Mortgage Loan, any applicable Appraisal Reduction applied to the Certificates, shall be reversed in its entirety.


 


(k)           To
the extent an Excess Prepayment Interest Shortfall is allocated to any Mortgage Loan, it will be allocated pro rata (based
on what would otherwise be their respective Interest Accrual Amounts), to each Class of Regular Certificates, in each case as
a reduction of the amount otherwise distributable to such Class in respect of interest on such Distribution Date. Excess Prepayment
Interest Shortfalls allocated to the Class A, Class B and Class C Certificates pursuant to the preceding sentence will be allocated
in an equivalent amount to the Related Uncertificated Lower-Tier Interest, Excess Prepayment Interest Shortfalls allocated to the
Class X Certificates will be allocated in an equivalent amount to the Class LA, Class LB and Class LC Uncertificated Interest.
Such reductions shall not be recoverable on future Distribution Dates.


 


(l)            On
the first Distribution Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier Distribution Account and
distribute $100 to the Class X Certificates, which distribution will be deemed a payment of principal on the principal balance
of the Class X Certificates for federal income tax purposes.


 


Section 4.02     Statements
to Certificateholders. (a) On each Distribution Date, the Certificate Administrator shall make available pursuant to
Section 8.13 on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the
form set forth as Exhibit P hereto and based in part upon information supplied to the Certificate Administrator in the
related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) a statement as to
such distribution (a “Distribution Date Statement”) setting forth the information set forth on Exhibit P,
and including among other things, for each Class, as applicable:




 


(i)            the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Principal Balance Certificates
applied to reduce the respective Certificate Balances thereof;


 


(ii)           the
amount of distributions, if any, made on such Distribution Date to Holders of each Class of Certificates allocable to interest
accrued at the respective Pass-Through Rates or as payment of Interest Shortfalls; and the amount, if any, by which such distribution
was reduced by or as a result of Excess Prepayment Interest Shortfalls;


 


(iii)          the
number of outstanding Mortgage Loans and the aggregate Principal Balance of the Mortgage Loan Pool at the close of business on
the related Determination Date;


 


(iv)          the
number and aggregate unpaid Principal Balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days or more, (D) that are Specially Serviced Mortgage Loans but not delinquent, or (E) as to which foreclosure proceedings
have been commenced;


 


(v)           with
respect to any Mortgage Loan to which the related Mortgaged Property became an REO Property during the related Due Period, the
Loan Number of


 






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such Mortgage Loan and the Principal Balance of such Mortgage Loan as of the date such Mortgaged Property became
an REO Property;


 


(vi)          as
to any Mortgage Loan repurchased by the Mortgage Loan Seller or otherwise liquidated or disposed of during the related Due Period,
(A) the Loan Number of the Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds
and/or other amounts, if any, received thereon during the related Due Period and the portion of Liquidation Proceeds included in
Pooled Available Funds or Loan Specific Available Funds for such Distribution Date;


 


(vii)         with
respect to any REO Property included in the Trust Fund as of the close of business on the related Determination Date, the Loan
Number of the related Mortgage Loan, the Principal Balance of such REO Mortgage Loan and the amount of Net REO Income and other
amounts, if any, received on such REO Property during the related Due Period and the portion of Net REO Income and other proceeds
received on such REO Property during the related Due Period included in Pooled Available Funds or Loan Specific Available Funds
for such Distribution Date;


 


(viii)        with
respect to any REO Property sold or otherwise disposed of during the related Due Period, the Loan Number of the related Mortgage
Loan and the amount of sale proceeds and other amounts, if any, received in respect of such REO Property during the related Due
Period and the portion of sale proceeds included in Pooled Available Funds or Loan Specific Available Funds for such Distribution
Date;


 


(ix)           the
aggregate Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates (other than the Class R
Certificates), before and after giving effect to the distributions made on such Distribution Date, identifying any reduction
in the aggregate Certificate Balance of each such Class due to Realized Losses;


 


(x)           the
aggregate amount of Principal Prepayments made during the related Due Period;


 


(xi)          the
Pass-Through Rate applicable to each applicable Class of Certificates for such Distribution Date;


 


(xii)         in
the case of any Class of Certificates, the portion of any Yield Maintenance Default Premiums distributed to such Class on such
Distribution Date;


 


(xiii)       the
aggregate amount of Servicing Compensation and Special Servicing Compensation (including interest thereon) retained by or paid
to the Servicer and the Special Servicers during the related Due Period;


 


(xiv)        the
aggregate amount of Administrative Advances, Servicing Advances and Monthly Advances outstanding which have been made by the Servicer,
the Special Servicers and the Trustee;


 






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(xv)         the
amount of any Appraisal Reductions effected during the related Due Period and the total Appraisal Reductions as of such Distribution
Date on a loan by loan basis;


 


(xvi)        the
amount of each distribution on the Class X Certificates and whether such amount constitutes interest, prepayment premiums or other
funds;


 


(xvii)       each
current Controlling Class; and


 


(xviii)      the
CREFC® Intellectual Property Royalty License Fees paid to CREFC®.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall send 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 subclauses (i), (ii)
and (xii) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder
and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on each Class of Certificates held by persons other than
Holders exempted from the reporting requirements and information regarding the expenses of the Trust Fund. Such obligation of the
Certificate Administrator shall be deemed to have been satisfied to the extent that it has provided substantially comparable information
pursuant to any requirements of the Code as from time to time in force.


 


(b)           On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 8.13 to each
Privileged Person via the Certificate Administrator’s Website (i) the related Distribution Date Statement, (ii) the
CREFC® Investor Reporting Package and (iii) as a convenience to such parties (and not in furtherance of the
distribution thereof under the securities laws), the Offering Circular and this Agreement. 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 the
Certificate Administrator’s internet website. The information that pertains to Specially Serviced Mortgage Loans and
REO Properties reflected in such reports shall be based in part upon the reports delivered by the applicable Special Servicer
to the Servicer as provided herein. Absent manifest error, none of the Servicer, the applicable Special Servicer, the Trustee
or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a
Borrower or third party that is included in any reports, statements, materials or information prepared or provided by the
Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. The Certificate Administrator
shall not be responsible for the accuracy or completeness of any information supplied to it by the Servicer or the applicable
Special Servicer that is included in any reports, statements, materials or information prepared or provided by the Servicer
or such Special Servicer, as applicable. The Certificate Administrator shall be entitled to conclusively rely upon the
Servicer’s reports and the applicable Special Servicer’s reports without any duty or obligation to recompute,
verify or re-evaluate any of the amounts or other information stated therein. The Servicer shall not be responsible for the
accuracy or completeness of any information supplied to it by the applicable Special Servicer that is included in any
reports, statements, materials or information prepared or provided by such Special Servicer. The


 






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Servicer shall be
entitled to conclusively rely upon the applicable Special Servicer’s reports without any duty or obligation to
recompute, verify or re-evaluate any of the amounts or other information stated therein.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on a report
received from the Servicer, and the final report from the Servicer changes the initial amounts forwarded by the Servicer to the
Certificate Administrator, the Certificate Administrator shall use commercially reasonable efforts to notify DTC to make a revised
distributions on a timely basis on such Distribution Date. The Certificate Administrator shall not be liable or held responsible
for any resulting delay (or claim by DTC resulting therefrom) in the making of such distribution to the Certificateholders and
shall be indemnified and entitled to reimbursement by the Trust Fund for any loss, cost or expenses resulting therefrom.


 


(c)           The
Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two Business
Days prior notice, for review by any Privileged Person and any other Person to whom the Depositor believes such disclosure is
appropriate, originals or copies of documents relating to the Mortgage Loans and any related REO Properties, to the extent in
its possession, including, without limitation, the following items (except to the extent prohibited by applicable law or by
the terms of any of the Mortgage Loan Documents and provided that any such person shall be required by the Certificate
Administrator to provide the Certificate Administrator with an Investor Certification): (i) this Agreement and any amendments
thereto; (ii) all Distribution Date Statements prepared by the Certificate Administrator since the Closing Date; (iii) all
Officer’s Certificates delivered by the Servicer or the applicable Special Servicer to the Certificate Administrator
since the Closing Date; (iv) all accountants’ reports delivered by the Servicer or applicable Special Servicer to the
Certificate Administrator since the Closing Date; (v) the most recent property inspection report prepared by or on behalf of
the Servicer or the applicable Special Servicer in respect of each Mortgaged Property; (vi) the most recent annual (or more
frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the
related Borrower) and/or lease summaries, if any, collected by or on behalf of the Servicer or the applicable Special
Servicer and delivered to the Certificate Administrator; (vii) any and all modifications, waivers and amendments of the terms
of a Mortgage Loan entered into by the Servicer and/or the applicable Special Servicer and delivered to the Certificate
Administrator; (viii) any and all Officer’s Certificates and other evidence delivered to or by the Certificate
Administrator to support the Servicer’s, the applicable Special Servicer’s or the Trustee’s, as the case
may be, determination that any Advance, if made, would be a Nonrecoverable Advance; (ix) any other materials relating in any
manner to the Mortgage Loans, the Mortgaged Properties (including REO Properties) or the Certificates and not
otherwise required to be provided hereunder that are in the possession of the Certificate Administrator and (x) any Rule 144A
Information pursuant to Section 5.01(c). Copies of any and all of the foregoing items will be available from the
Certificate Administrator upon request. The Certificate Administrator may require payment by the requesting party (other than
a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of providing such copies. The Certificate
Administrator’s obligation under this Section 4.02(c) to make available any document is subject to the
Certificate Administrator’s receipt of such document.


 






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(d)           Reserved.


 


(e)           The
Certificate Administrator shall be obligated to deliver or make available the statements, reports and information contemplated
by Sections 4.02(a) through 4.02(c) only to the extent it receives the necessary underlying information from the
Servicer or the applicable Special Servicer and shall not be liable for any failure to deliver any thereof on the prescribed due
dates, to the extent caused by failure to receive timely such underlying information and, if the Servicer is not the Special Servicer,
the Servicer shall not be liable for any failure of such Special Servicer to provide such underlying information. Nothing herein
shall obligate the Certificate Administrator, the Servicer or the applicable Special Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Borrower and the failure of the Certificate Administrator, the Servicer or the applicable
Special Servicer to disseminate information for such reason shall not be a breach hereof. The Servicer and the applicable Special
Servicer shall not be required to confirm, represent or warrant the accuracy or completeness of any other Person’s information
or report included in any communication from the Servicer or the applicable Special Servicer under this Section 4.02.


 


Section
4.03     Compliance with Withholding Requirements. Notwithstanding any other provision
of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements with respect to
payments to Certificateholders 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 any such withholding.
The Certificate Administrator agrees that it will not withhold with respect to payments of interest or original issue
discount in the case of a Certificateholder or payee that is a Non-U.S. Person that has furnished or caused to be furnished
(i) an effective Form W-8IMY (with applicable attachments), Form W-8BEN, Form W-8BEN-E or Form W-9 or an acceptable
substitute form or a successor form and who is not a “10 percent shareholder” within the meaning of Section
871(h)(3)(B) of the Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with
respect to the Trust Fund, the Depositor or a Borrower, or (ii) an effective Form W-8ECI or an acceptable substitute form or
a successor form. If the Certificate Administrator or its agent withholds 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. Any amount so withheld shall be treated as
having been distributed to such Certificateholder or payee for all purposes of this Agreement.


 


Section 4.04     REMIC
Compliance. (a) The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall
be conducted so as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance
with, the REMIC Provisions, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of
such intention, the Certificate Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed
to act as agent, of each Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee to sign
(and the Trustee shall timely sign) and file, or cause to be prepared and filed, all required Tax Returns for each such REMIC,
using the accrual method of accounting and a calendar year as the taxable year for each such REMIC when and as required by the
REMIC Provisions and other applicable federal, state or local income tax laws; (ii) make an election, on behalf of such


 






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REMIC, to be
treated as a REMIC on IRS Form 1066 for its first taxable year, in accordance with the REMIC Provisions; (iii) prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax
authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions of
the Code and Section 4.05; (iv) if the filing or distribution of any documents of an administrative nature not
addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions
to maintain the status of each such REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or
distribute, or cause to be prepared and signed and filed or distributed, such documents with or to such Persons when and as
required by the REMIC Provisions or the Code or comparable provisions of state and local law; (v) within thirty days of the
Closing Date, apply for a tax payer identification number for each such REMIC on Form SS-4, and furnish or cause to be
furnished to the IRS, on Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person
that the Holders of the Certificates may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of the related REMIC for this purpose), together with such additional information as may be
required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the
Depositor agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Servicer,
the applicable Special Servicer, the Trustee or the Certificate Administrator and necessary to make such filing); and (vi)
maintain such records relating to each of such REMIC as may be necessary to prepare the foregoing returns,
schedules, statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and
on an accrual basis. The Holder of the largest Percentage Interest in the Class R Certificates shall be the tax matters
person of the Lower-Tier REMIC and the Upper-Tier REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). If more than
one Holder holds an equal Percentage Interest in the Class R Certificates larger than that held by any other Holder, the
first such Holder to have acquired such Class R Certificates shall be such tax matters person with respect to the related
Trust REMIC. The Certificate Administrator shall act as attorney in fact and agent for the tax matters person of each Trust
REMIC. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof, is deemed to have consented to
the Certificate Administrator’s appointment in such capacity and agrees to execute any documents required to give
effect thereto, and any fees and expenses incurred by the Certificate Administrator in connection with any audit or
administrative or judicial proceeding as to the Trust REMICs shall be paid by the Trust Fund. The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting to take such
action, the Certificate Administrator knows that such action or omission (as the case may be) would cause the termination of
the REMIC status of either Trust REMIC or the imposition of tax on either Trust REMIC (other than a tax on income expressly
permitted or contemplated to be received by the terms of this Agreement). Notwithstanding any provision of this paragraph to
the contrary, the Certificate Administrator shall not be required to take any action that the Certificate Administrator in
good faith believes to be inconsistent with any other provision of this Agreement, nor shall the Certificate Administrator be
deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this
Agreement, and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission of
the Depositor, the Servicer or the applicable Special Servicer that prevents the Certificate Administrator from complying
with any of clauses (i) through (vi) of the sixth


 






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preceding sentence or that results in any action contemplated
by clauses (i) or (ii) of the next succeeding sentence. In this regard, the Certificate Administrator shall (i)
exercise reasonable care not to allow the occurrence of any “prohibited transactions” within the meaning of
Section 860F(a) of the Code, unless the party seeking such action shall have delivered to the Certificate Administrator an
Opinion of Counsel (at such party’s expense) that such occurrence would not (A) result in a taxable gain, (B) otherwise
subject either Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure
property), or (C) cause either Trust REMIC to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow
either Trust REMIC to receive income from the performance of services or from assets not permitted under the REMIC Provisions
to be held by a REMIC (provided, however, that the receipt of any income expressly permitted or contemplated by
the terms of this Agreement shall not be deemed to violate this clause). None of the Servicer, the applicable Special
Servicer and the Depositor shall be responsible or liable (except in connection with any act or omission referred to in the
two preceding sentences and then only to the extent provided for in Section 4.05) for any failure by the Certificate
Administrator to comply with the provisions of this Section 4.04. The Depositor, the Trustee, the Servicer and the
Special Servicers shall cooperate in a timely manner with the Certificate Administrator in supplying any information within
the Depositor’s, the Trustee’s, the Servicer’s or the applicable Special Servicer’s control (other
than any confidential information) that is reasonably necessary to enable the Certificate Administrator to perform its duties
under this Section 4.04.


 


(b)          The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan will
pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Payment Dates;
provided that all the Mortgage Loans will pay in full on their initial Maturity Dates; provided, further,
that no Mortgage Loan is repurchased by the Mortgage Loan Seller pursuant to Article II.







 


Section 4.05     Imposition
of Tax on the Trust REMICs. If any tax, including interest, penalties or assessments, additional amounts or additions
to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of
the Certificates (in each case only as provided in Section 3.06); provided that any taxes imposed on any net income
from foreclosure property pursuant to Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related REO Property in determining Net REO Income with respect to the REO Property
(and until such taxes are paid, the applicable Special Servicer from time to time shall withdraw from the REO Account and transfer
to the Certificate Administrator amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes,
and the Certificate Administrator shall promptly pay therefrom any such taxes owed); provided that any such tax imposed
on net income from foreclosure property that exceeds the amount in any such reserve shall be retained from amounts in the Collection
Account as provided in Section 3.06(a) and the next sentence, in the case of the Trust REMICs. Except as provided in the
preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from funds
allocated to the related Mortgage Loans sufficient funds to pay or provide for the payment of, and to actually pay, such tax as
is legally owed by either Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting,
at the expense of


 






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the Trust Fund, 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 or cause
to be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited transaction”
under Section 860F(a) of the Code of either Trust REMIC or (ii) the amount of any contribution to either Trust REMIC after the
Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to
pay such tax. To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from
future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the Class UT-R and Class LT-R
Interests, and shall distribute such retained amounts in the case of the Trust REMICs to reimburse any shortfalls to the Holders
of Regular Certificates until they are fully reimbursed, and then to the Holders of the Class R Certificates in respect of the
Class UT-R and Class LT-R Interests. None of the Servicer, the applicable Special Servicer, the Trustee or the Certificate Administrator
shall be responsible for any taxes imposed on either Trust REMIC except to the extent such tax is attributable to a breach of
a representation or warranty of the Servicer, such Special Servicer, the Trustee or the Certificate Administrator) or an act or
omission of the Servicer, such Special Servicer, the Trustee or the Certificate Administrator, as applicable, in contravention
of this Agreement, provided that such breach, act or omission could result in liability under Section 6.03, in the
case of the Servicer or applicable Special Servicer or Section 4.04 or 8.01, in the case of the Certificate Administrator.
Notwithstanding anything in this Agreement to the contrary, in each such case, the Servicer and a Special Servicer shall not be
responsible for Trustee’s and Certificate Administrator’s breaches, acts or omissions, and the Trustee and the Certificate
Administrator shall not be responsible for the breaches, acts or omissions of the Servicer or a Special Servicer.


 


Section
4.06     Investor Q&A Forum and Investor Registry. (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 or Beneficial
Owners of Certificates may submit questions to (A) the Certificate Administrator relating to the Distribution Date Statement,
or (B) the Servicer or the applicable Special Servicer, as applicable, relating to the reports being made available pursuant
to Section 8.14 and regarding the Mortgage Loans or the Mortgaged Properties (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 Servicer or the applicable
Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry, via electronic delivery, to the
appropriate person, in each case within a commercially reasonable period of time following receipt thereof. Following receipt
of an Inquiry, the Certificate Administrator, the Servicer or the applicable Special Servicer, as applicable, unless
such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer
or such Special Servicer, as applicable, shall be delivered to the Certificate Administrator by electronic delivery. 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 Servicer or the applicable Special Servicer determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of 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


 






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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 Certificate Administrator, the Servicer or such
Special Servicer, as applicable, (v) answering any Inquiry would, or is reasonably expected to, result in a waiver of
attorney client privilege or the disclosure of attorney work product, (vi) answering any Inquiry would result in the
disclosure of communications between the Directing Certificateholder and such Special Servicer, (vii) answering any Inquiry
would require the disclosure of Privileged Information or (viii) answering any Inquiry is otherwise, for any reason, not
advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer or such Special
Servicer, shall promptly notify the Certificate Administrator of such decision. 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 Certificate Administrator, the Servicer and the Special
Servicers 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 Certificate Administrator, the Servicer or such Special Servicer, as
applicable, (v) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client privilege or
the disclosure of attorney work product, (vi) answering any Inquiry would result in the disclosure of communications
between the Directing Certificateholder and such Special Servicer, (vii) answering any Inquiry would require the disclosure
of Privileged Information or (viii) answering any Inquiry is otherwise, for any reason, not advisable to answer, no inference
should or may be drawn from the fact that the Certificate Administrator, the Servicer or such Special Servicer 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 Initial Purchasers or any of their respective Affiliates.
None of the Initial Purchasers, Depositor, the Servicer, the applicable Special Servicer or the Certificate Administrator 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. No party shall post or
otherwise disclose direct communications with the Directing Certificateholder as part of its response to any Inquiries; provided
that the Certificate Administrator shall have no obligation to review any inquiry or answer received by it for posting to the
Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication with the Directing
Certificateholder, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same,
and the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any
Inquiry or answer containing such direct communication. The Investor Q&A Forum will not reflect questions, answers and
other communications that are not submitted via the Certificate Administrator’s Website.


 






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(b)           The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it is a
Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact
information available on the Investor Registry for at least 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 Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the
Investor Registry (which notice may not be within 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.


 


Section
4.07     Remittances; Monthly Advances. (a) “Monthly Advance” shall
mean for any Mortgage Loan with respect to any Due Period (i) the delinquent Scheduled Monthly Payments on the Mortgage Loans
and (ii) in the case of a Mortgage Loan delinquent in respect of its Balloon Payment and any Mortgage Loan as to which the
related Mortgaged Property has become an REO Property, an amount equal to the excess, if any, of the Assumed Scheduled
Monthly Payment for the related Due Period over any amounts collected with respect to such Mortgage Loan or REO Property
during the Due Period and applied to amounts due as principal and/or interest on the related Mortgage Loan. Subject to a
determination of nonrecoverability, a Monthly Advance shall be required under this Section 4.07 if the amount set
forth in the preceding sentence was not received on the applicable Mortgage Loan as of the close of business on the
Determination Date on or prior to the Servicer Remittance Date.


 


(b)           Notwithstanding
the foregoing, in the case of any Required Appraisal Mortgage Loan, the interest portion of any Monthly Advance for such Mortgage
Loan for any Due Period shall be limited to the amount of any interest that otherwise would be advanced on such Mortgage Loan,
multiplied by a fraction, the numerator of which is the Principal Balance of such Mortgage Loan minus the related Appraisal
Reduction (to the extent such Appraisal Reduction is allocated to the related Mortgage Loan), and the denominator of which is the
Principal Balance of such Required Appraisal Mortgage Loan. The Servicer shall report to the Certificate Administrator on or before
each Determination Date all Appraisal Reduction.


 


(c)           No
later than the Servicer Remittance Date immediately preceding each Distribution Date, the Servicer shall:


 


(i)            remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, an amount equal to the aggregate of the related
applicable portion of the Available Funds and the amount of any applicable related Yield Maintenance Default Premiums received
during the related Due Period;


 






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(ii)           make
a Monthly Advance, by remittance to the Certificate Administrator for deposit into Lower-Tier Distribution Account, in an amount
equal to the sum of the required Monthly Advance pursuant to Section 4.07(a) above for each Mortgage Loan, to the extent
such amount was not received on such Mortgage Loan as of the close of business on the Determination Date on or prior to the Servicer
Remittance Date (and therefore are not included in the remittance described in the preceding clause (i)); provided
that if any such amount is received by close of business on the Servicer Remittance Date, the Servicer shall reimburse itself for
such Advance from such receipt and no Advance Interest Amount shall be charged with respect thereto; and


 


(iii)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, an amount equal to the Certificate Administrator
Fee (including the Trustee Fee) and any other reimbursement owing to the Certificate Administrator and the Trustee in respect of
the immediately preceding month to be paid in accordance with Section 3.06(c); provided that to the extent the Servicer
receives a Principal Prepayment on the related Servicer Remittance Date that is also the Payment Date, the Servicer is not required
to remit such payment on such Servicer Remittance Date but shall use its best efforts to remit such amount to the Certificate Administrator
by 5:00 p.m. (New York City time) on such Servicer Remittance Date and shall remit such Principal Prepayment in any event no later
than 10:00 a.m. (New York City time) on the next Business Day, accompanied by interest for the benefit of the Certificate Administrator
on such Principal Prepayment at the “bank rate” from and including the Servicer Remittance Date to but excluding such
next Business Day, such interest to be paid from the Servicer’s own funds and not from the assets of the Trust.


 


(d)           The
Servicer shall not make an advance for Prepayment Interest Shortfalls, Yield Maintenance Default Premiums, Default Interest or
Balloon Payments.


  


(e)            If
as of 11:00 a.m. (New York City time), on any Distribution Date the Servicer shall not have made the Monthly Advance required to
have been made on the related Servicer Remittance Date pursuant to Section 4.07(c)(ii), the Trustee shall no later than
1:00 p.m. (New York City time), on such Business Day deposit into the Lower-Tier Distribution Account (to the extent described
in clause (i) or (ii) of the first sentence of Section 4.07(a)), in immediately available funds an amount
equal to the Monthly Advance otherwise required to have been made by the Servicer.


 


(f)            The
Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of Monthly Advances it makes to the extent permitted
pursuant to Section 3.06 together with any related Advance Interest Amount in respect of such Monthly Advances to the extent
permitted pursuant to Section 3.06.


 


(g)           None
of the Servicer or the Trustee shall be obligated to make a Monthly Advance on any date on which a Monthly Advance is otherwise
required to be made by this Section 4.07 if the Servicer, the applicable Special Servicer or the Trustee, as applicable,
determines that such advance will be a Nonrecoverable Advance. The Servicer shall be required to provide notice to the Trustee
on or prior to the Servicer Remittance Date of any such non recoverability determination made on or prior to such date. The Servicer
shall consider an


 






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Unliquidated Advance in respect of prior Monthly Advances for the purpose of recoverability determinations as
if such Unliquidated Advance were an unreimbursed Monthly Advance. The Trustee shall be entitled to rely, conclusively, on any
determination by the Servicer that a Monthly Advance, if made, would be a Nonrecoverable Advance; provided, however,
that if the Servicer has failed to make a Monthly Advance for reasons other than a determination by the Servicer that such Advance
would be a Nonrecoverable Advance, the Trustee shall make such Advance within the time periods required by Section 4.07(e)
unless the Trustee, in good faith, makes a determination prior to the times specified in Section 4.07(e) that such Advance
would be a Nonrecoverable Advance. On each Determination Date, the applicable Special Servicer shall report to the Servicer such
Special Servicer’s determination as to whether each Monthly Advance made with respect to any previous Distribution Date or
required to be made with respect to such Distribution Date with respect to any Specially Serviced Mortgage Loan or REO Mortgage
Loan is a Nonrecoverable Advance. The Servicer and the Trustee shall be entitled to conclusively rely on such determination.


 


(h)           If
the Servicer fails to remit to the Certificate Administrator any amount for deposit into the Lower-Tier Distribution Account when
required pursuant to this Agreement (notwithstanding Section 7.01(a)(i)), the Servicer shall pay to the Certificate Administrator
for the account of the Certificate Administrator interest on any amount not timely remitted at the bank rate from and including
the day such remittance was required to be made to, but not including, the day on which such remittance was actually made. Notwithstanding
the foregoing, the portion of any Monthly 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 Distribution
Account, but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


 


Section 4.08     Appraisal
Reductions. (a) [Reserved]


  


(b)           For
purposes of determining the Voting Rights of the related Classes for purposes of removal of a Special Servicer or determining the
Controlling Class with respect to a Mortgage Loan (and whether a Control Event has occurred and is continuing with respect to such
Mortgage Loan), Appraisal Reductions will be allocated to each Class of Certificates (other than the Class X and Class R Certificates)
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
is reduced to zero (i.e., first, to the related Classes of Loan Specific Certificates in reverse numerical order, then,
to the Class C Certificates, and then, to the Class B). The Servicer shall notify the Certificate Administrator of the amount
of any Appraisal Reduction with respect to each Mortgage Loan.


 


(c)           [Reserved]


 


(d)           With
respect to each Mortgage Loan or related Companion Loan as to which an Appraisal Reduction has occurred (unless such Mortgage Loan
(and any related Companion Loan) has become a Rehabilitated Mortgage Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan), the applicable Special Servicer shall promptly order an Appraisal (which may be an update
of a prior Appraisal), the cost of which shall be paid by the Servicer as a Servicing Advance and to the extent it would be a Nonrecoverable
Advance, a Trust expense, promptly following receipt of any such Appraisal,


 






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shall deliver a copy thereof to the Servicer and the
Trustee. Based upon such Appraisal, the applicable Special Servicer shall redetermine and report to the Servicer, the Certificate
Administrator, the Trustee and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, the
amount and calculation of the Appraisal Reduction with respect to such Mortgage Loan and the related Companion Loans, and such
redetermined Appraisal Reduction shall replace the prior Appraisal Reduction with respect to such Mortgage Loan and the related
Companion Loans. Prior to the occurrence of a Consultation Termination Event, the applicable Special Servicer shall consult with
the Directing Certificateholder with respect to the calculation of an Appraisal Reduction. Notwithstanding the foregoing, the applicable
Special Servicer will not be required to obtain an Appraisal with respect to a Mortgage Loan as to which an Appraisal Reduction
Event has occurred to the extent that such Special Servicer has obtained an Appraisal (in accordance with requirements of this
Agreement), as applicable, with respect to the related Mortgaged Property within the nine-month period immediately prior to the
occurrence of such Appraisal Reduction Event. Instead, such Special Servicer may use such prior Appraisal in calculating any Appraisal
Reduction with respect to such Mortgage Loan and the related Companion Loans; provided that such Special Servicer is not
aware of any material change to the related Mortgaged Property, its earnings potential or risk characteristics, or marketability,
or market conditions having occurred and affecting the validity of such Appraisal or valuation, as applicable. The applicable Special
Servicer is required, within 30 days of each annual anniversary of the related Appraisal Reduction Event to order an appraisal
(which may be an update of a prior appraisal), the cost of which will be a Servicing Advance.


 


(e)           Any
Mortgage Loan (and any related Companion Loan) previously subject to an Appraisal Reduction, which has become a Rehabilitated Mortgage
Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan), and with respect to which no
other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction.


  


(f)          Subject
to Accepted Servicing Practices, absent manifest error in the appraised value contained in an Appraisal or a material change in
circumstances since the date of the Appraisal, the applicable Special Servicer shall not adjust downward the appraised value of
any Mortgaged Property in making an Appraisal Reduction calculation, to the extent that such downward adjustment would cause the
senior-most Class of related Loan Specific Certificates to become an Appraised-Out Class.


 


If the Certificate Balance
of the most senior Class of related Loan Specific Certificates (taking into account the application of any Appraisal Reductions)
to notionally reduce the Certificate Balance of such Class) has been reduced to less than 25% of its initial Certificate Balance,
such Class shall be referred to as the “Appraised-Out Class”. The Holders of the majority (by Certificate Balance)
of the Appraised-Out Class shall have the right, at their sole expense, to require the applicable Special Servicer to order a second
Appraisal of the Mortgaged Properties (such Holders, the “Requesting Holders”). The applicable Special Servicer
shall use its reasonable best efforts to ensure that such Appraisal is delivered within thirty (30) days from receipt of the Requesting
Holders’ written request and shall ensure that such Appraisal is prepared by an Independent Appraiser).


 






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In addition, if subsequent
to the senior-most Class of related Loan Specific Certificates becoming an Appraised-Out Class there is a material change with
respect to the Mortgaged Property related to the Appraisal Reductions that caused such Class to become an Appraised-Out Class,
the Requesting Holders shall have the right to request, in writing, that the applicable Special Servicer obtain an additional Appraisal,
which request shall set forth the Requesting Holders’ belief of what constitutes a material change to the Mortgaged Property
(including any related documentation). The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders.
Subject to the applicable Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that
there has been a change with respect to such Mortgaged Property and such change was material, the applicable Special Servicer shall
order another Appraisal from an Independent Appraiser, the identity of which shall be determined by such Special Servicer in accordance
with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that
provided the Appraisal in respect of which the Requesting Holders are requesting such Special Servicer to obtain an additional
Appraisal). Appraisals that are permitted to be requested by any Appraised-Out Class shall be in addition to any Appraisals that
the applicable Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence
of such material change or that such Special Servicer is otherwise required or permitted to order under this Agreement without
regard to any Appraisal requests made by any Requesting Holder.


 


Upon receipt of any supplemental
Appraisal pursuant to the two preceding paragraphs, the applicable Special Servicer shall recalculate such Appraisal Reductions
based upon such second Appraisal. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated
as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally
restored to the extent required by such recalculation of the Appraisal Reductions.


  


Any
Appraised-Out Class for which the Requesting Holders are challenging the applicable Special Servicer’s Appraisal Reductions
determination may not exercise any rights of the related Controlling Class until such time, if any, as such Class is reinstated
as the Controlling Class.


 


ARTICLE
V


 


THE
CERTIFICATES


 


Section
5.01       The Certificates. (a) The Certificates consist of the Class A, Class X,
Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3 and Class R Certificates. The
Certificates will be substantially in the forms annexed as Exhibits A-1 through A-10, as set forth in the Table
of Exhibits hereto.


 


The
Certificates of each Class (other than Class R) will be issuable in registered form only, in authorized minimum denominations
of Certificate Balance or Notional Amount, as applicable as described in the succeeding table, and multiples of (a) $1,000
in excess thereof in the case of the Principal Balance Certificates and (b) $1 in excess thereof in the case of the Class X
Certificates. With respect to any Certificate or any beneficial interest in a Certificate,


 






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the “Denomination”
thereof shall be (i) the amount (A) set forth on the face thereof or (B) in the case of any Global Certificate,
set forth on a schedule attached thereto or, in the case of any beneficial interest in a Global Certificate, the amount set forth
on the books and records of the related Depository Participant or an indirect Depository Participant, as applicable, (ii) expressed
in terms of initial Certificate Balance or Notional Amount and (iii) be in an authorized denomination, as set forth below:


 







	 	 	 	 	 
	Class	 	Minimum
    Denomination
	A	 	$	100,000	 
	X	 	$	1,000,000	*
	B	 	$	100,000	 
	C	 	$	100,000	 
	PR-1	 	$	100,000	 
	PR-2	 	$	100,000	 
	SQ-1	 	$	100,000	 
	SQ-2	 	$	100,000	 
	SQ-3	 	$	100,000	 



 


 



		*	Notional



 


The
Class R Certificates shall be issued in registered form only in minimum denominations of 10% Percentage Interests, and in
integral multiples of 1% in excess thereof.


 


(b)           
Each Certificate shall, on original issue, be executed by the Certificate Administrator and authenticated by the Certificate
Administrator or the Authenticating Agent upon the order of the Depositor. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein, executed by an authorized officer of the Certificate Administrator or the
Authenticating Agent, if any, by manual signature, and such certification upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be
dated the date of their authentication. At any time and from time to time after the execution and delivery of this Agreement,
the Depositor may deliver Certificates to the Certificate Administrator for execution and authentication and the Certificate
Administrator shall execute and the Certificate Administrator or the Authenticating Agent shall authenticate and deliver such
Certificates as in this Agreement provided and not otherwise. If additional Certificates need to be prepared at any time
subsequent to the Closing Date, the Depositor shall prepare, or cause to be prepared, and deliver, or cause to be delivered,
at the Depositor’s expense, any such additional Certificates. With respect to the Class A, Class X,
Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2 and Class SQ-3 Certificates, on the Closing
Date the Certificate Administrator shall execute and the Certificate Administrator or the Authenticating Agent upon the order
of the Depositor shall authenticate Book Entry Certificates that are issued in the name of Cede & Co., in which the
Beneficial Owners will hold an interest and in definitive form to investors that are IAIs. The Class R Certificates will
be issued only in definitive form.


 


(c)            
So long as the Certificates constitute “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act and the Depositor is not subject to the information requirements of the Exchange Act, the Holder or Beneficial
Owner of any Certificate and any prospective purchaser of such Certificate or an interest therein designated by


 






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such Holder or
Beneficial Owner, will have the right to obtain from the Depositor and the Certificate Administrator information required under
Rule 144A(d)(4) of the Securities Act (“Rule 144A Information”). The Trustee, the Servicer and the
Special Servicer subject to such request shall each be required to furnish to the Certificate Administrator, upon request, any
such information in the possession of the Servicer or such Special Servicer, as applicable. The Trustee, the Servicer, each Special
Servicer and the Certificate Administrator shall cooperate with the Depositor in furnishing such information pursuant to this
Section, but none of them shall be responsible for the sufficiency of the information so furnished and none of them shall be obligated
to deliver any Rule 144A Information under this Section 5.01(c) if such information is not in its possession.


 


The
Certificate Administrator initially shall be the Certificate Registrar and transfer agent in respect of the Certificates and
shall, in such capacities, (i) maintain a record (the “Certificate Register”) of the aggregate
holdings of Certificates represented by each Regulation S Global Certificate and each Domestic Global Certificate and
accept Certificates for exchange and registration of transfer, (ii) register the names and addresses of all
Certificateholders and the names and addresses of the transferees of any Certificates in the Certificate Register; provided, however,
that in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the
individual participants holding beneficial interests through the Depository and (iii) transmit to the Depositor, the
Servicer and the applicable Special Servicer any notices from Certificateholders. The Certificate Registrar may resign or be
discharged or removed by the Certificate Administrator, the Trustee, the Depositor, the Servicer or the Certificateholders,
and a new successor may be appointed, in accordance with the procedures and requirements set forth in Sections 8.07
and 8.08 with respect to the resignation, discharge or removal of the Certificate Administrator and the appointment of
a successor certificate administrator. The Certificate Registrar may appoint, by a written instrument delivered to the
Certificateholders, the Certificate Administrator and the Trustee, any trust company to act as co-registrar under such
conditions as the Certificate Registrar may prescribe; provided that the Certificate Registrar shall not be relieved
of any of its duties or responsibilities hereunder by reason of such appointment.


 


(d)           
To the extent that under the terms of this Agreement, it is necessary to determine whether any Person is a Beneficial Owner, the
Certificate Administrator shall make such determination based on an Investor Certification; provided, however, that
the Certificate Administrator is not to knowingly recognize such Person as a Beneficial Owner if such Person, to the actual knowledge
of a Responsible Officer of the Certificate Administrator, acquired its interest in a Certificate in violation of the transfer
restrictions herein. Nothing in this paragraph shall be construed to require the Certificate Administrator to confirm, at its
own expense, with any Clearing Agency or Clearing Agency Participants, the identity of a Beneficial Owner. The Certificate Administrator
may conclusively rely on such Beneficial Ownership Certification.


 


Section
5.02       Registration of Transfer and Exchange of Certificates. (a)  The Certificate
Administrator shall keep or cause to be kept at the its principal offices the Certificate Register in which, subject to such reasonable
regulations as it may prescribe, it 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”). The
Certificate Registrar shall be responsible for, among other things, (i) maintaining the Certificate


 






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Register and a record
of the aggregate holdings of Certificates of each Class represented by a Temporary Regulation S Global Certificate, a Regulation
S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer
and (ii) transmitting to the Depositor, the Servicer and the applicable 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 Administrator 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
Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the
Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global
Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global 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 Global Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.02 of this Agreement, 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 Global
Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 E
to this Agreement 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 Global 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance of the
Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
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 Global Certificate that is being exchanged or transferred.


 


(d)           
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or
to transfer its interest in such Rule 144A Global Certificate to a Person who is required


 






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to take delivery thereof in the
form of an interest in a Regulation S Global 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 Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.02 of this Agreement,
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 Global Certificate in an amount equal to
the beneficial interest in the Rule 144A Global 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 F to this Agreement 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 Global Certificates and pursuant to and in accordance with Regulation S, (B) that the Certificate being transferred
is not a “restricted security” as defined in Rule 144 under the Securities Act or (C) that the transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Global
Certificate, without any registration of such Certificates under the Securities 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 Global
Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate
Certificate Balance of the beneficial interest in the Rule 144A Global 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 Global Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate
that is being exchanged or transferred.


 


(e)            
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a
holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Rule 144A Global 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 Global Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.02 of this Agreement, 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 Global Certificate equal to the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate, information regarding the participant account of the Depository to be debited
with such decrease and (3) with respect to


 






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a transfer of an interest in the Temporary Regulation S Global Certificate (but not
the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit G
to this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in
the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Global Certificate is a Qualified Institutional Buyer 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 Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in the Certificate
Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited,
from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate or
Regulation S Global Certificate that is being transferred.


 


(f)             Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S
Global 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 H to this Agreement from the
holder of a beneficial interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted
Period, for interests in the Regulation S Global 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 Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary
Regulation S Global Certificate initially exchanged for interests in the Regulation S Global 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
Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the
Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to
reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the
Regulation S Global 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 Global Certificate, and the Certificates evidenced
thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global
Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)           
Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all
or part of


 






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such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in
a Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.02 of this Agreement, 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 Global 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 I to this Agreement (in the event that the applicable Global Certificate
is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the
applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement
(in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable,
direct the Certificate Administrator to 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 Global 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 Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate
so canceled.


 


(h)            Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or
Non-Book Entry Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate,
Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the
form of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it
receives (and upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed
transferee substantially in the form attached as Exhibit L-4 to this Agreement and (ii) if required by the
Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall
be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding
such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such
opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar in their respective
capacities as such).


 


(i)             
Other Exchanges. In the event that a Global 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 clauses (c)
through (f) and (h) above (including the certification requirements intended to ensure that such transfers comply
with Rule 144A or Regulation S under the Securities Act, at the case may be) and such other procedures as may from time to
time be adopted by the Certificate Registrar.


 






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(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 Global Certificate to U.S. persons (as defined in Regulation S) shall be
limited to transfers made pursuant to the provisions of clause (e) above.


 


(k)             
Reserved.


 


(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)           
No ERISA Restricted Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser
or transferee that is or will be an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
ERISA or Code Section 4975 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 ERISA Restricted Certificate or Class R Certificate, other than, in the
case of the ERISA Restricted Certificates, 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 governmental plan subject to Similar Law, the acquisition, holding and
disposition of such Certificates will not constitute or otherwise result in a non-exempt violation of Similar Law). Except in
connection with the transfer thereof by an Initial Purchaser, each prospective transferee of an ERISA Restricted Certificate
or a Class R Certificate in Non-Book Entry Certificate form shall deliver to the transferor, the Certificate Registrar
and the Certificate Administrator a representation letter, substantially in the form of Exhibit C-5 to this
Agreement, stating that the prospective transferee is not a Plan or a person acting on behalf of or using the assets of a
Plan, other than, in the case of the ERISA Restricted Certificates, 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 governmental plan subject to Similar Law, the acquisition,
holding and disposition of such Certificates will not constitute or otherwise result in a non-exempt violation of Similar
Law). No Class A, Class X, Class B or Class C Certificate and no Certificate which has ceased to be an
ERISA Restricted Certificate (because of the proviso in the definition of “ERISA Restricted 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 any such plan or using the assets of a Plan to purchase such Certificate, unless (A) the purchaser is an
accredited investor, as defined in Rule 501(a)(1) of Regulation D, (B) the purchaser is not sponsored (within the
meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (C) the purchaser agrees that it
will obtain the following from each prospective transferee that is a retirement plan or other employee benefit plan or
arrangement subject to Title I of ERISA, Section 4975 of the Code or Similar Law: (x) a written representation that
such transferee satisfies the requirements described in the immediately foregoing clauses (A) and (B), and
(y) a written agreement of the


 






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type described in this clause (C). 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.


 


(n)           
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 5.02(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, other than in connection with the initial Transfer thereof to the Initial Purchasers, 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 C-3
to this Agreement (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 tax 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. 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 comply with the provisions of
this Section 5.02(n) and (y) other than in connection with the initial issuance of a
Class R


 






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Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit C-4 to
this Agreement (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 in the Transferee Affidavit are false.


 


                               
(iii)        Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee
under clause (n)(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, that 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 60 days after a request for information from the transferor of such Residual Ownership Interest or such agent,
the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such Residual Ownership
Interest or such agent such information necessary to the application of Code Section 860E(e) 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.







 


                            
(iv)           The Class R Certificates may only be transferred to
and owned by Qualified Institutional Buyers.


 


Section
5.03       Reserved.


 


Section
5.04       Form and Registration. (a) Each Class of the Regular Certificates sold to an institution
that is not a U.S. Person in offshore transactions in reliance on Regulation S under the Securities Act shall initially be represented
by a temporary global 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 Global Certificate”), which shall be deposited
on the Closing Date on behalf of the purchasers of the Regular 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 Global Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate
may be exchanged for an interest in the related permanent global certificate of the same Class (a “Regulation S Global
Certificate”) in the applicable form set forth as an exhibit


 






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hereto in accordance with the procedures set forth in Section 5.02(f)
of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation
S Global 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 Global Certificate shall not be made to the holders of such beneficial
interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld
or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian
for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)           
The Regular Certificates of each Class offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall
be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in
the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together
with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global 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
Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)           
The Certificates of each Regular Class offered and sold in the United States to investors that are Institutional Accredited Investors
that are not Qualified Institutional Buyers and the Class R Certificates (collectively, 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.


 


(d)           
Owners of beneficial interests in Global 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 Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within
90 days of such notice; or (ii) the Certificate Administrator has instituted or has been directed to institute any judicial
proceeding to enforce the rights of the Holders of such Class and the Certificate Administrator has been advised by counsel that
in connection with such proceeding it is necessary or appropriate for the Certificate Administrator to obtain possession of the
Certificates of such Class; provided, however, that under no circumstances will certificated Certificates be issued
to beneficial owners


 






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of a Temporary Regulation S Global Certificate. Upon notice of the occurrence of any of the events described
in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Global Certificates
and upon surrender by the Depository of any Global Certificate of such Class and receipt from the Depository of instructions for
reregistration, 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 Global Certificate, the same legends regarding transfer restrictions
borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates
as Certificateholders under this Agreement.


 


(e)           
If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate
to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional
Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book
Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.02(h)
of this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such
transfer complies with the provisions of Section 5.02(h) of this Agreement applicable to transfers of Non-Book Entry
Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate,
as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a
continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the
date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such
Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


Section
5.05      Notices to Clearing Agency. Whenever notice or other communication to the Certificateholders
is required under this Agreement, unless and until Definitive Certificates shall have been issued to Beneficial Owners pursuant
to Section 5.06, the Certificate Administrator shall give all such notices and communications specified herein to
be given to Certificateholders of the Regular Certificates to the Clearing Agency for distribution to Certificateholders of such
Classes of Certificates. Any beneficial owner of a Certificate who does not receive information through DTC or its participants
may request that Certificate Administrator reports be mailed directly to it by written request to the Certificate Administrator
(accompanied by evidence of such beneficial ownership) at the Corporate Trust Office of the Certificate Administrator. The Servicer,
the Special Servicers, the Certificate Administrator, the Trustee and the Depositor are required to recognize as Certificateholders
only those persons in whose names the Certificates are registered on the books and records of the Certificate Registrar.


 


Section
5.06       Definitive Certificates. (a) All of the Class R Certificates will be
issued in the form of Definitive Certificates. In the case of Definitive Certificates issued in exchange for a Domestic Global
Certificate, such Definitive Certificates shall bear the appropriate legend referred to in Section 5.02 (unless the
Certificate Administrator and the Depositor determine otherwise in accordance with applicable law) and shall be subject to the
provisions of such legend. The Holder of a Definitive Certificate may transfer such Definitive Certificate, subject to compliance
with the provisions of such legend, by surrendering it at (i) the


 






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office or agency maintained by the Certificate Administrator
for such purpose, or (ii) the office of any transfer agent appointed by the Depositor. Upon the transfer, exchange or replacement
of Definitive Certificates bearing the legend, or upon specific request for removal of the legend on a Definitive Certificate,
the Certificate Administrator will deliver only Definitive Certificates that bear such legend, or will refuse to remove such legend,
as the case may be, unless there is delivered to the Certificate Administrator and the Depositor such satisfactory evidence, which
may include an Opinion of Counsel, as may reasonably be required by the Certificate Administrator and the Depositor that neither
the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities
Act.


 


(b)         
Any beneficial interest in a Global Certificate that is registered in the name of an IAI that is not a Qualified Institutional
Buyer is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Domestic Global
Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Regular Certificates
in definitive form. Accordingly, such proposed transferees will be required to deliver to the Certificate Registrar a Transferee’s
Certificate in the form included as Exhibit C-2. The Class R Certificates shall be issued only in the form of
Definitive Certificates, and proposed transferees thereof shall also be required to deliver to the Certificate Registrar a Transferee’s
Certificate in the form of Exhibit C-5. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S
Global Certificate to a Definitive Certificate pursuant to this Section 5.06 shall be made prior to the Release Date.


 


(c)         
With respect to the registration and transfer of any Definitive Certificate, in addition to the requirements of Section 5.06(b) above,
the Certificate Registrar shall register the transfer of any such Definitive Certificate if prior to transfer
(i) two years have expired after the later of the Closing Date or the last date on which the Depositor or any affiliate
of the Depositor held such Certificate or (ii) the transferee furnishes to the Certificate Registrar (A) an Opinion
of Counsel acceptable to the Certificate Registrar that such transfer is in compliance with the Securities Act and (B) a
written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection with the
proposed transfer.


 


(d)            
If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery
thereof in the form of a beneficial interest in a Regulation S Global Certificate or the Domestic Global Certificate, such
transfer may be effected only upon receipt by the Certificate Registrar of (x) a certificate in the form of Exhibit J
(if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate) or (y) a
certificate in the form of Exhibit C-1 from the transferee to the effect that such transferee is a Qualified Institutional
Buyer (if delivery is to be taken in the form of a beneficial interest in the Domestic Global Certificate).


 


The
certificate provided in the form of Exhibit J shall include a certification to the effect that: (i) (1) the
offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made
in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not “restricted
securities” as defined in Rule 144 under the Securities Act.


 






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(e)            
Definitive Certificates will be issued to Certificateholders or their nominees if (i) any depositary notifies the Depositor
and the Certificate Administrator in writing that it is at any time unwilling or unable to discharge properly its responsibilities
as depositary with respect to a Global Certificate, or ceases to be a “clearing agency” registered under the Exchange
Act (such depositary hereinafter referred to as the “withdrawing depositary”), and the Certificate Administrator and
the Depositor are unable to locate a qualified successor within 90 days after such notice; (ii) the Certificate Administrator
has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Certificateholders and the
Certificate Administrator has been advised by counsel that in connection with such proceeding it is necessary or appropriate for
the Certificate Administrator to obtain possession of the Certificates; or (iii) a Certificateholder requests that its interest
in a Global Certificate be exchanged for a Definitive Certificate or Certificates. Upon notice of the occurrence of any of the
events described in the preceding sentence (other than clause (iii) thereof) the withdrawing depositary is required
to notify all Depository Participants of the availability of Definitive Certificates. Upon surrender by the withdrawing depositary
of any Global Certificate and receipt from the withdrawing depositary of any Global Certificates and instructions for re registration,
the Certificate Administrator shall issue such Certificates in the form of Definitive Certificates, and thereafter the Certificate
Administrator shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Neither
the Depositor nor the Certificate Administrator shall be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates of such Class,
all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed
upon and performed by the Certificate Administrator, to the extent applicable with respect to such Definitive Certificates, and
the Certificate Administrator shall recognize the Certificateholders of the Definitive Certificates of such Class as Certificateholders
of such Class hereunder.


 


(f)           
Distributions of principal and interest on the Definitive Certificates will be made by the Certificate Administrator directly
to Holders of Definitive Certificates in accordance with the procedures set forth in this Agreement.


 


(g)          
Should any Certificate be lost, stolen, destroyed, mutilated or defaced, it may be replaced at the specified office of the Certificate
Administrator, acting as “replacement agent,” upon payment by the claimant of the expenses incurred in connection
therewith and on such terms as to evidence and indemnity (which may provide, in the case of a lost, stolen or destroyed Certificate,
inter alia, that, if such Certificate is subsequently presented for redemption or payment, there will be paid by such claimant
to the Depositor on demand the principal amount of such Certificate in United States dollars) as the Depositor and the Certificate
Administrator reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued. The
Depositor reserves the right at any time to vary or terminate the appointment of such replacement agent and to appoint another
replacement agent.


 


Section
5.07       Responsibility for Transfer Restrictions. Neither the Certificate Administrator
nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction
on transfer imposed under Article V or under applicable law with respect to any transfer of any Certificate, or any
interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in Article V


 






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applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register. The Depositor,
the Servicer, the Special Servicers, the Trustee, the Certificate Administrator and the Certificate Registrar shall have no liability
for transfers made through the book entry facilities of the Depository or between or among Depository Participants or beneficial
owners of the Certificates in violation of applicable restrictions.


 


Section
5.08       Authenticating Agent. The Certificate Administrator may appoint an Authenticating
Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and the Servicer
and must be a national banking association or corporation organized and doing business under the laws of the United States of
America or any state, having a principal office and place of business in a state and city acceptable to the Depositor and the
Servicer, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial
Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any
national banking association or corporation into which the Authenticating Agent may be merged or converted or with which it may
be consolidated, or any national banking association or corporation resulting from any merger, conversion or consolidation to
which the Authenticating Agent shall be party, or any national banking association or corporation succeeding to the corporate
agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to
the Certificate Administrator, the Trustee, the Depositor and the Servicer. The Certificate Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent, the
Depositor and the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 5.08, the
Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent 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 Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section 5.08.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator; provided that the Certificate Administrator shall in no event be relieved of any liability in connection
with any failure in the performance of its obligations hereunder. Any compensation paid to the Authenticating Agent shall be an
unreimbursable expense of the Certificate Administrator.


 


Section
5.09       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


 






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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 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 Servicer, the requesting Special
Servicer and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon
request therefor.


 


Upon
the written request of any Certificateholder that (a) has provided an Investor Certification, (b) states that such
Certificateholder desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such
Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and
briefly stating the reason for the requested contact (a “Special Notice”) and (c) provides a copy of
the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall deliver such
Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The costs and
expenses of the Certificate Administrator associated with delivering any such Special Notice shall be borne by the party
requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the
Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such
Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


ARTICLE
VI


 


THE
DEPOSITOR, THE SERVICER

AND THE SPECIAL SERVICERS


 


Section
6.01       Liability of the Depositor, the Servicer and the Special Servicers. The Depositor,
the Servicer and the Special Servicers each shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section
6.02       Merger or Consolidation of the Servicer or the Special Servicers. Subject to the
following paragraph, each of the Servicer and each Special Servicers shall keep in full effect its existence and rights as an
entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to
the extent necessary to perform its duties under this Agreement.


 


Each
of the Servicer and each Special Servicer may be merged or consolidated with or into any Person, or transfer all or substantially
all of its assets to any Person, in which case any Person into which it may be merged or consolidated, or any Person resulting
from any


 






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merger or consolidation to which it shall be a party, or any Person succeeding to its business (including by assignment
or sale), shall be the successor of the Servicer or such Special Servicer (which, in the case of the Servicer or such Special
Servicer, may be limited to its commercial mortgage servicing business), as applicable, hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of the Servicer or such Special Servicer, as applicable, hereunder, if the surviving
entity is a Qualified Replacement Servicer or Qualified Replacement Special Servicer or a Rating Agency Confirmation has been
obtained with respect to such merger or consolidation or transfer of assets and succession; provided, however, that
if the successor or surviving Person is the Servicer or a Special Servicer, as applicable, the obligation to provide a Rating
Agency Confirmation shall not apply.


 


Section
6.03       Limitation on Liability of the Depositor, the Servicer, the Special Servicers
and Others. None of the Depositor, the Servicer, the Special Servicers nor any of the directors, officers, members,
managers, shareholders, employees or agents of the Depositor, the Servicer or the applicable Special Servicer shall be under
any liability to the Trust Fund or the Certificateholders or the related Companion Loan Holders for its decision pursuant to
the terms of this Agreement to take any action, or to refrain from taking any action (or for actually taking or refraining
from taking such action), in good faith pursuant to this Agreement or for errors in judgment; provided, however,
that none of the Depositor, the Servicer, a Special Servicer nor any such Person shall be protected against any breach of its
representations and warranties made in Section 2.03 or Section 2.04, as applicable, or any liability
that would otherwise be imposed by reason of willful misfeasance, bad faith, fraud or negligence in the performance of its
duties hereunder. The Depositor, the Servicer, the applicable Special Servicer and any director, member, shareholder,
manager, officer, employee or agent of the Depositor, the Servicer or such Special Servicer may rely on any document of any
kind that, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Servicer, the applicable Special Servicer and any director, officer, member, manager, employee or agent of the
Depositor, the Servicer or the applicable Special Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability, claim, damage, judgment, cost, fee, penalty, fine, forfeiture or expense (including reasonable legal
fees and expenses) (i) incurred in connection with any legal action or claim relating to this Agreement, the Whole
Loans, the Companion Loans or the Certificates, or (ii) imposed by any taxing authority (other than any tax on servicing
compensation) if such loss, liability, claim, damage, judgment, cost, fee, penalty, fine, forfeiture or expense is not
specifically reimbursable pursuant to the terms of this Agreement; provided that none of such Persons shall be
entitled to such indemnification if such loss, liability, claim, damage, judgment, cost, fee, penalty, fine, forfeiture or
expense was incurred by reason of willful misfeasance, bad faith, fraud or negligence in the performance of its duties
hereunder or by reason of reckless disregard of obligations or duties hereunder, in each case by any such Person. Any amount
payable under the foregoing indemnification shall be payable solely from distributions owing hereunder in accordance
with Section 3.06. None of the Depositor, the Servicer or the Special Servicers shall be under any obligation to
appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement
and that in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured. The
Depositor, the Servicer or the applicable Special Servicer may, however, in its discretion undertake any such action that it
may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such


 






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action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the Depositor, the Servicer and such
Special Servicers will be entitled to be reimbursed therefor from the Collection Account as provided in Section 3.06.


 


Each
of the Servicer and the applicable Special Servicer, severally and not jointly, shall indemnify and hold harmless each Companion
Loan Holder from and against any loss, liability, claim, damage, judgment, cost, fee, penalty, fine, forfeiture or expense (including
reasonable legal fees and expenses) that such Companion Loan Holder may sustain in connection with this Agreement that arise out
of or are based upon the Servicer’s or the applicable Special Servicer’s, as the case may be, willful misconduct,
bad faith, fraud or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard
of its obligations and duties hereunder.


 


Section
6.04       Limitation on Resignation of the Servicer and the Special Servicers; Termination
of the Servicer and the Special Servicers. (a) Each of the Servicer and each Special Servicer may assign their
respective rights and delegate their respective duties and obligations under this Agreement, provided that:
(i) the purchaser or transferee accepting such assignment and delegation (A)  shall be consented to by the
Depositor (which consent shall be evidenced in writing and shall not be unreasonably withheld or delayed), (B) shall (in the
case of a successor to the Servicer or the applicable Special Servicer) be an established mortgage finance institution, bank
or mortgage servicing institution, organized and doing business under the laws of the United States, any state of the United
States or the District of Columbia, authorized under such laws to perform the duties of the Servicer or the applicable
Special Servicer or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02,
(C) shall be acceptable to each Rating Agency as evidenced by a Rating Agency Confirmation, (D) shall execute and
deliver to the Certificate Administrator and the Trustee an agreement, in form and substance reasonably satisfactory to the
Certificate Administrator and the Trustee (such satisfaction provided in writing), that contains an assumption by such Person
of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer
or the applicable Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, and
(E) (x) prior to the occurrence and continuance of a Control Event, with respect to the Servicer, is reasonably acceptable to
the Directing Certificateholder or, with respect to the applicable Special Servicer, is approved by the related Directing
Certificateholder (such approval not to be unreasonably withheld), (y) after the occurrence and during the continuance of a
Control Event but so long as no Consultation Termination Event is continuing, the successor is reasonably acceptable to the
Directing Certificateholder, the Depositor and the Trustee and (z) after a Consultation Termination Event, is reasonably
acceptable to the Depositor and the Trustee; (ii) the Servicer or the applicable Special Servicer, as the case may be,
shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and
delegation under this Section 6.04; (iii) the rate at which the Servicing Compensation or Special Servicing
Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and
(iv) the Servicer or the applicable Special Servicer (or such successor Person), as applicable, pays all costs and
expenses in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee
shall be the successor Servicer or applicable Special Servicer, as applicable, hereunder.


  






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(b)           
The Servicer or a Special Servicer may resign from its obligations and duties hereby imposed on it upon determination that such
duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it. Any such determination permitting the resignation of the Servicer or a Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Servicer’s or Special Servicer’s
sole and unreimbursable expense) to such effect delivered to the Trustee, the Certificate Administrator, and, so long as no Consultation
Termination Event is continuing, the Directing Certificateholder. In addition, the Servicer and either Special Servicers will
each have the right to resign at any other time; provided that the conditions set forth in the proviso to Section 6.04(a)
are satisfied and a proposed successor agrees to accept the same or lower compensation. In connection with any such resignation,
the successor Special Servicer shall either (i) prior to a Control Event, be appointed by the Directing Certificateholder in accordance
with Section 7.01; or (ii) after a Control Event, be appointed by the Trustee and otherwise satisfy the requirements for
a successor Special Servicer set forth in the proviso to Section 6.04(a).


 


(c)           
No such resignation or assignment of the Servicer or a Special Servicer under this Section 6.04 shall be
effective unless and until (i) the Servicer or such Special Servicer has been paid any unpaid Servicing Compensation or
Special Servicing Fee, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it is
entitled) and all other amounts to which the Servicer or such Special Servicer is entitled hereunder to the extent such
amounts accrue prior to such effective date and (ii) with respect to a resignation or assignment by the Servicer, the
successor Servicer has deposited into the Collection Account from which amounts were withdrawn to reimburse the resigning or
assigning Servicer, an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to
be withdrawn except pursuant to this paragraph, in which case the successor Servicer shall, immediately upon deposit, have
the same right of reimbursement or payment as the resigning or assigning Servicer had immediately prior to its resignation or
assignment without regard to the operation of this paragraph.


 


(d)           
No resignation or removal of the Servicer or a Special Servicer as contemplated by Section 6.04(b) shall become effective
until the conditions precedent specified in Section 6.04(a) shall have been satisfied. The Trustee or any successor
Servicer or Special Servicer under this Agreement will be entitled to the compensation to which the Servicer or applicable Special
Servicer would have been entitled (but not to any compensation earned and due to the departing Servicer or Special Servicer).
If no successor Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which the
resigning or assigning Servicer or Special Servicer would have been entitled, additional amounts payable to such successor Servicer
or Special Servicer shall be treated as Realized Losses.


 


Section
6.05       Rights of the Depositor in Respect of the Servicer and the Special Servicers.
The Servicer and the Special Servicers shall afford the Depositor, upon reasonable notice, during normal business hours access
to all non-confidential, non-proprietary records, including those in electronic form, documentation, records or any other information
regarding the Mortgage Loans that are in its possession or control hereunder and access to its officers responsible therefor.
None of the Depositor, the Certificate Administrator or the Trustee shall not have any responsibility or liability for any action
or failure to act by the Servicer or a Special


 



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Servicer.
The Depositor is not obligated to monitor or supervise the performance of a Servicer, the Special Servicers, the Certificate Administrator
or the Trustee under this Agreement or otherwise. The Depositor may, but is not obligated to enforce the obligations of the Servicer
or the Special Servicers under this Agreement and is not obligated to perform or cause a designee to perform any defaulted obligation
of the Servicer or the applicable Special Servicer or exercise any right of the Servicer or the applicable Special Servicer under
this Agreement. If the Depositor undertakes any such action, it will be reimbursed by the Trust Fund from the Collection Account
to the extent not recoverable from the Servicer or the applicable Special Servicer, as applicable. Any such action by the Depositor
shall not relieve the Servicer or a Special Servicer of its obligations under this Agreement.


 


Section
6.06       Servicer or Special Servicer as Owner of a Certificate. The Servicer, a Special
Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book Entry Certificate, Beneficial Owner with
respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the
same rights it would have if it were not the Servicer, a Special Servicer or an Affiliate thereof.


 


Section
6.07      Confidential and Proprietary Information. Neither the Servicer nor a Special Servicer
shall be under any obligation to disclose any information that was not acquired by the Servicer or such Special Servicer as the
servicer of one or both Mortgage Loans. Neither the Servicer nor a Special Servicer shall be under any obligation to disclose
any information related to its servicing data base, products developed in connection with its loan servicing activities or any
similar proprietary information.


 


Section
6.08       Rating Agency Fees. The Depositor shall pay, from its own funds, the annual fees
of each Rating Agency.


 


ARTICLE
VII


 


DEFAULT


 


Section
7.01       Termination Events. (a) “Servicer Termination Event,”
wherever used herein, means any one of the following events:


 


                            (i)             
any failure by the Servicer to remit to the Collection Account or any failure by the Servicer to remit to the Certificate Administrator
for deposit into the Lower-Tier Distribution Account any amount required to be so remitted by the Servicer pursuant to, and at
the time specified by the terms of this Agreement, and such failure continues unremedied until 4:00 p.m. (New York City time),
with respect to amounts required to be remitted to the Collection Account, and 11:00 a.m. (New York City time), with respect
to amounts required to be remitted to the Certificate Administrator for deposit into the applicable Distribution Account on the
next Business Day after the date on which the remittance was due; provided, however, that if the Servicer fails
to make any remittance so required, to be made by the Servicer on the Servicer Remittance Date (without regard to any grace period),
the Servicer shall pay to the Certificate Administrator, for the account of the Certificate Administrator, interest on such late


 



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remittance at the Current bank rate from and including the date such remittance was required to be made to but excluding the Distribution
Date; or


 


                             (ii)            
any failure on the part of the Servicer to observe or perform in any material respect any other of the covenants or agreements
of the Servicer under this Agreement or the material breach of any representations or warranties on the part of the Servicer contained
in this Agreement that continues unremedied for a period of 30 days (or 60 days, so long as the Servicer is in good
faith diligently pursuing a cure) after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Depositor, the Certificate Administrator or the Trustee, or to the Servicer, the Depositor,
the Certificate Administrator and the Trustee by the holders of Certificates evidencing Percentage Interests of at least 25% of
any affected Class; or


 


                             (iii)           
[Reserved]; or


 


                             (iv)           
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days; or


 


                             (v)            
the Servicer 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 the Servicer, or of or relating to all or substantially
all of its property; or


 


                             (vi)          
the Servicer shall fail to pay its debts when due or 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


 


                             (vii)         
the Servicer shall fail to make any Servicing Advance or Administrative Advance required to be made by the Servicer hereunder
(whether or not the Trustee makes such Advance), which failure continues unremedied for a period of 15 days after the date on
which such Servicing Advance or Administrative Advance was first due (or for any shorter period (not less than 1 Business Day)
as may be required, if applicable, to avoid any lapse in insurance coverage required under any Mortgage or Loan Agreement or this
Agreement with respect to any Mortgaged Property or to avoid any foreclosure or similar action with respect to any Mortgaged Property
by reason of a failure to pay real estate taxes and assessments); or


 


                             (viii)        
the Servicer is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer in connection
therewith and the Servicer is not reinstated to such status on such list within sixty (60) days; or


 



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                             (ix)          
either (A) the Servicer ceases to have a master servicer ranking of at least “MOR CS3” as a master servicer from Morningstar
(if the Servicer has or had a Morningstar ranking on or after the Closing Date) or (B) if the Servicer has not been ranked by
Morningstar on or after the Closing Date, Morningstar has (i) qualified, downgraded or withdrawn its rating or ratings of one
or more Classes of Certificates or (ii) within the prior 12 months, placed one or more Classes of Certificates on “watch
status” in contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), has publicly
cited servicing concerns with the Servicer as the sole factor in such rating action (and such qualification, downgrade, withdrawal
or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event);


 


                         
   (x)            if any rating agency that was engaged
by a participant in any securitization of such Companion Loan to assign a rating to the related Companion Loan securities (a “Companion
Loan Rating Agency”) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of
Companion Loan securities, or (B) placed one or more classes of Companion Loan securities on “watch status” in
contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns
with the Servicer as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch
status” placement has not been withdrawn by such Companion Loan Rating Agency within 60 days of such event); or


 


                      
      (xi)           so long as any Other Securitization
Trust is subject to Exchange Act reporting requirements, the Servicer or a primary servicer, subservicer or servicing function
participant (such entity, the “Sub-Servicing Entity”) retained by the Servicer fails to deliver the items required
to be delivered by this Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the
Exchange Act within the time set forth for such delivery in Article XII, including any applicable grace


 


periods
(and any Sub-Servicing Entity that defaults in accordance with this clause (xi) will be terminated at the direction of
the Depositor).


 


then,
and in each and every such case, so long as a Servicer Termination Event shall not have been remedied, the Trustee may, and at
the written direction of the Holders of Regular Certificates (taking into account the application of the Appraisal Reduction amounts
to notionally reduce the Certificate Balances of the Certificates) shall, terminate the Servicer.


 


(b)           
“Special Servicer Termination Event”, wherever used herein, means any one of the following events:


 


                             (i)           
any failure by a Special Servicer to remit to the Collection Account any amount required to be so remitted by such Special Servicer
pursuant to and at the time specified by the terms of this Agreement, and such failure continues unremedied until 1:00 p.m.
(New York City time) on the next Business Day after the date on which the remittance was due; or


 


                             (ii)          
any failure on the part of a Special Servicer to observe or perform in any material respect any other of the covenants or agreements
of such Special Servicer under this Agreement or the material breach of any representations or warranties on the part of


 



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such
Special Servicer contained in this Agreement that continues unremedied for a period of 30 days (or 60 days, so long
as such Special Servicer is in good faith diligently pursuing a cure) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to such Special Servicer by the Servicer, the Depositor, the Certificate
Administrator or the Trustee, or to such Special Servicer, the Servicer, the Depositor, the Certificate Administrator and the
Trustee by the holders of Certificates evidencing Percentage Interests of at least 25% of any affected Class; or


 


                             (iii)         
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 for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the applicable Special Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60 days; or


 


                             (iv)         
a Special Servicer 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 Special Servicer, or of or relating
to all or substantially all of its property; or


 


                             (v)          
a Special Servicer fails to pay its debts when due, or 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


 


                             (vi)         
[Reserved]; or


 


                                (vii)          
a Special Servicer is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer
in connection therewith and such Special Servicer is not reinstated to such status on such list within sixty (60) days;


 


                                (viii)         
either (A) a Special Servicer ceases to have a special servicer ranking of at least “MOR CS3” as a special servicer
from Morningstar (if such Special Servicer has or had a Morningstar ranking on or after the Closing Date) or (B) if the Special
Servicer has not been ranked by Morningstar on or after the Closing Date, Morningstar has (i) qualified, downgraded or withdrawn
its rating or ratings of one or more Classes of Certificates or (ii) within the prior 12 months, placed one or more Classes of
Certificates on “watch status” in contemplation of a rating downgrade or withdrawal and, in the case of either of
clauses (i) or (ii), has publicly cited servicing concerns with such Special Servicer as the sole factor in such rating action
(and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within
60 days of such event);


 


then,
and in each and every such case, so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of the Holders of Regular Certificates (taking into account the application of the Appraisal Reduction
amounts to


 



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notionally reduce the Certificate Balances of the Certificates) shall, terminate such Special Servicer. Notwithstanding
the foregoing, if any Special Servicer Termination Event shall occur and be continuing that affects the holder of a Companion
Loan, then, so long as the applicable Special Servicer is not otherwise terminated, the holder of such Companion Loan or the trustee
appointed under the related pooling and servicing agreement, as applicable, shall be entitled to direct the Trustee to terminate
such Special Servicer with respect to the related Whole Loan. Any Special Servicer appointed to replace the applicable Special
Servicer with respect to a Mortgage Loan cannot at any time (without the prior written consent of the holder of such Companion
Loan) be the person (or an Affiliate thereof) that was terminated at the direction of the holder of the related 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 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 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 3.31);


 


                                (ix)           
if any rating agency that was engaged by a participant in any securitization of such Companion Loan to assign a rating to the
related Companion Loan securities (a “Companion Loan Rating Agency”) has (A) qualified, downgraded or
withdrawn its rating or ratings of one or more classes of Companion Loan securities, or (B) placed one or more classes of
Companion Loan securities on “watch status” in contemplation of a rating downgrade or withdrawal and, in the case
of either of clauses (A) or (B), citing servicing concerns with the applicable Special Servicer as the sole or material factor
in such rating action (and such qualification, downgrade, withdrawal or “watch status”


 


placement
has not been withdrawn by such Companion Loan Rating Agency within 60 days of such event); or


 


                            (x)            
so long as any Other Securitization Trust is subject to Exchange Act reporting requirements, the applicable Special Servicer or
a primary servicer, subservicer or servicing function participant (such entity, the “Sub-Servicing Entity”)
retained by such Special Servicer fails to deliver the items required to be delivered by the Pooling and Servicing Agreement to
enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within 5 Business Days
of such failure hereunder (and any Sub-Servicing Entity that defaults in accordance with this clause (viii) will be terminated
at the direction of the Depositor).


 


(c)           
After the occurrence and during the occurrence of a Control Event with respect to each Mortgage Loan, upon (a) the written
direction of holders of Pooled Principal Balance 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 of the Certificates pursuant to Section 4.08(b)
hereof) of the Pooled Principal Balance Certificates to request a vote to replace a 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


 



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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, (c) delivery by such holders to the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the
expense of such holders) and (d) delivery by such holders to the certificate administrator (if any) and the trustee for each Other
Securitization Trust (with a copy to the Certificate Administrator and the Trustee) of a Companion Loan Rating Agency Confirmation
with respect to the appointment of such new special servicer (which Companion Loan Rating Agency Confirmation shall be obtained
at the expense of such holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request
on the Certificate Administrator’s Website in accordance with Section 8.13 and by mail, and conduct the solicitation
of votes of all Certificates in such regard. Upon the written direction of holders of Principal Balance Certificates evidencing
at least 75% of the Voting Rights of a Certificateholder Quorum, which must be received within 180 days of the date the Certificate
Administrator posted such request, the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all
of the rights and obligations of the applicable 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.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(c).


 


(d)           
If the Servicer or a Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or such Special Servicer, as the case may be (the “Terminated
Party”), terminate all of its rights and obligations
under this Agreement (subject to Section 7.01(d)) and in and to the Trust Fund, the Mortgage Loans and the proceeds
thereof, other than any rights it may have hereunder as a Certificateholder and any rights or obligations that accrued prior to
the date of such termination (including the right to receive all amounts accrued or owing to it under this Agreement, plus Advance
Interest Amounts on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect
to periods prior to the date of such termination and the right to the benefits of Section 6.03 notwithstanding any
such termination). On or after the receipt by the Terminated Party of such written notice, all of its authority and power under
this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder
if and to the extent that it is a Certificateholder) or the Mortgage Loans or otherwise, shall pass to and be vested in the Terminating
Party pursuant to and under this Section and, without limitation, the Terminating Party is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney in fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents,
or otherwise. The Servicer and each Special Servicer agrees that if it is terminated pursuant to this Section 7.01
to promptly (and in any event no later than 10 Business Days subsequent to such notice) provide, at its own expense, the


 



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Terminating
Party with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions
hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination
of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special
Servicer or the Terminating Party, as applicable, for administration by it of all cash amounts that shall at the time be or should
have been credited by the Servicer or the applicable Special Servicer to the Collection Account, and any REO Account, Lock Box
Account or Cash Collateral Account with respect to the Mortgage Loans, and shall promptly provide the Terminating Party or such
successor Servicer or Special Servicer (which may include the Trustee), as applicable, all documents and records reasonably requested
by it, such documents and records to be provided in such form as the Terminating Party or such successor Servicer or Special Servicer
shall reasonably request (including electromagnetic form) to enable it to assume the Servicer’s or the applicable Special
Servicer’s function hereunder. All reasonable out of pocket costs and expenses of the Terminating Party or the successor
Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to the successor Servicer or
Special Servicer and amending this Agreement to reflect such succession as successor Servicer or successor Special Servicer pursuant
to this Section 7.01 shall be paid solely by the predecessor Servicer or the related predecessor Special Servicer,
as applicable, without any right to reimbursement therefor, upon presentation of reasonable documentation of such costs and expenses.
If the predecessor Servicer or the related predecessor Special Servicer (as the case may be) has not reimbursed the Terminating
Party or the successor 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 (to be allocated as provided in Section 4.01(h));
provided that the Terminated Party shall not thereby be relieved of its liability for such expenses. If and to the extent
that the Terminated Party has not reimbursed such costs and expenses, the Terminating Party shall have an affirmative obligation
to take all reasonable actions to collect such expenses on behalf of the Trust Fund.


 


(e)            
If the Servicer is terminated because of the events specified in Section 7.01(a)(viii) or (ix), and the terminated
Servicer provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days
after such termination, then such Servicer shall continue to serve as Servicer, and the Trustee shall promptly thereafter (using
such “request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights
to master service the Mortgage Loans from at least three (3) Persons qualified to act as successor servicer hereunder in accordance
with Section 6.04 and Section 7.02 for which the Trustee has received Rating Agency Confirmation (any
such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then
from as many Persons as the Trustee can determine are Qualified Bidders; provided, however, that (i) at the Trustee’s
request, the terminated Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the
Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service the
Mortgage Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of
such bid, to enter into this Agreement as successor servicer with respect to the Mortgage Loans, and to agree to be bound by the
terms hereof, within forty-five (45) days after the receipt by the terminated Servicer of a notice of termination. The Trustee
shall solicit bids (i) on the basis of such successor servicer entering into a sub-servicing agreement with the terminated Servicer
to service the Mortgage Loans at a sub-servicing fee rate


 



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per
annum equal to the Servicing Fee Rate minus 0.0025% per annum (each, a “Servicing-Retained Bid”)
and (ii) on the basis of having no obligation to enter into a sub-servicing agreement with the terminated Servicer (each, a “Servicing-Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the
highest cash Servicing-Released Bid) (the “Successful Bidder”) to act as successor servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as successor servicer pursuant to the terms hereof (and,
if the successful bid was a Servicing-Retained Bid, to enter into a sub-servicing agreement with the terminated Servicer as contemplated
above), no later than forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance
of the servicing rights hereunder to and by the Successful Bidder, the Certificate Administrator shall remit or cause to be remitted
to the terminated Servicer the amount of such cash bid received from the Successful Bidder (net of “out of pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


(f)            
Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to direct the
Trustee to terminate the applicable Special Servicer (subject to such terminated Special Servicer’s rights to indemnification,
payment of outstanding fees, and other rights set forth in this Agreement which survive termination) at any time, with or without
cause, and the Directing Certificateholder shall have the right to, and shall, appoint a successor Special Servicer who shall
execute and deliver to the other parties hereto an agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the duties of the Special Servicer specified in this Agreement;
provided that the Trustee shall have received a Rating Agency Confirmation from each Rating Agency prior to the termination
of the applicable Special Servicer. A Special Servicer shall not be terminated pursuant to this paragraph until a successor Special
Servicer shall have been appointed. The Directing Certificateholder shall pay any costs and expenses incurred by the Trustee or
the Trust in connection with the removal and appointment of a Special Servicer pursuant to this paragraph (unless such removal
is based on any
of the events or circumstances set forth in Section 7.01(b)). Notwithstanding anything to the contrary in this Agreement,
no successor Special Servicer appointed by the Directing Certificateholder (including, without limitation, an initial Special
Servicer) pursuant to Section 6.04 or this Section 7.01(f) or otherwise pursuant to this Agreement shall be required
to meet any independent net worth or similar financial covenant; provided, however, that notwithstanding the foregoing,
any successor Special Servicer shall satisfy any Rating Agency conditions set forth in the Rating Agency Confirmation delivered
by such Rating Agency with respect to such successor Special Servicer and any other conditions as set forth in this Agreement.


 


Section
7.02       Trustee to Act; Appointment of Successor. On and after the time the Servicer or
the applicable Special Servicer receives a notice of termination pursuant to Section 7.01, the Terminating Party shall
be its successor in all respects in its capacity as Servicer and/or Special Servicer under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability, and liabilities relating thereto and arising thereafter imposed on the Servicer and/or the applicable Special Servicer
by the terms and provisions of this Agreement; provided, however, that (i) the Terminating Party shall have
no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Servicer or the applicable
Special Servicer (provided that such Terminating Party shall not be relieved of any duty hereunder to act


 



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in
the Servicer’s or the applicable Special Servicer’s stead) and (ii) any failure to perform, or delay in performing,
such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes,
disks, information or monies shall not be considered a default by such successor hereunder. The Trustee, as successor Servicer
or successor Special Servicer, shall be indemnified to the full extent provided to the Servicer or the applicable Special Servicer,
as applicable, under this Agreement prior to the Servicer’s or such Special Servicer’s termination. The appointment
of a successor Servicer or successor Special Servicer shall not affect any liability of the predecessor Servicer or related predecessor
Special Servicer that may have arisen prior to its termination as Servicer or as Special Servicer. The Terminating Party shall
not be liable for any of the representations and warranties of the Servicer or applicable Special Servicer herein or in any related
document or agreement, for any acts or omissions of the predecessor Servicer or the related predecessor Special Servicer or for
any losses incurred in respect of any Permitted Investment by the Servicer pursuant to Section 3.07 hereunder nor
shall the Trustee be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Terminating Party as successor
Servicer or Special Servicer shall be entitled to the Servicing Compensation or Special Servicing Compensation, as applicable,
and all funds relating to the Mortgage Loans that accrue after the date of the Terminating Party’s succession to which the
Servicer or applicable Special Servicer would have been entitled if the Servicer or such Special Servicer, as applicable, had
continued to act hereunder; provided, however, that the terminated Special Servicer will continue to be entitled
to receive Workout Fees and Liquidation Fees pursuant to this Agreement. If any Advances made by the Servicer or the Trustee shall
at any time be outstanding, or any Advance Interest Amounts shall have accrued and remain unpaid, all amounts available to repay
Advances and Advance Interest Amounts shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid
Advance Interest Amounts thereon) and then to the Servicer, in that order, until such Advances and Advance Interest Amounts shall
have been repaid in full. Notwithstanding the above, if the Trustee shall be unwilling to so act, or if the Trustee is unable
to so act, or during the continuance of a Control Event if the Certificateholders entitled to at least 50% of the aggregate
Voting Rights (taking into account the application of the Appraisal Reductions to notionally reduce the Certificate Balances of
the Certificates) so request in writing to the Trustee, or if the long term unsecured debt rating of the Trustee is not at least
“AA” by S&P, or if the Rating Agencies do not provide Rating Agency Confirmation with respect to the succession
of the Trustee as Servicer or as a Special Servicer, as the case may be, the Trustee must promptly appoint, or petition a court
of competent jurisdiction to appoint, any established mortgage loan servicing institution as the successor to the Servicer or
the applicable Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer or such Special Servicer hereunder. No appointment of a successor to the Servicer or the applicable
Special Servicer hereunder shall be effective until the assumption by such successor of all the Servicer’s or such Special
Servicer’s responsibilities, duties and liabilities hereunder that arise thereafter and upon receipt of Rating Agency Confirmation
from each Rating Agency. Pending appointment of a successor to the Servicer (and the Special Servicer if the Special Servicer
is also the Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. Pending the appointment of a successor to the applicable Special Servicer, unless the Servicer is also
the Special Servicer, the Servicer shall act in such capacity. Any appointment or succession by the Trustee to the rights and
obligations of the applicable Special Servicer hereunder shall be


 



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subject to the Directing Certificateholder’s right to
replace such Special Servicer prior to the occurrence and continuance of a Control Event. In connection with such appointment
and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments
on Mortgage Loans as it and such successor shall agree (subject to the rights of the applicable Special Servicer to receive Workout
Fees and Liquidation Fees as provided in this Section 7.02); provided, however, that no such compensation
shall be in excess of that permitted the Terminated Party hereunder unless consented to by the holders of Certificates evidencing
at least 66-2/3% of the aggregate Voting Rights, provided, further, that if no successor to the Terminated Party
can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be treated as Additional Trust Fund Expenses. The Depositor,
the Trustee, the Certificate Administrator, the Servicer or applicable Special Servicer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any succession to the Servicer or such Special Servicer.


 


Notwithstanding
the foregoing, if a Servicer Termination Event on the part of the Servicer or the applicable Special Servicer affects only a Companion
Loan, any holder thereof or the rating on a class of related Companion Loan Securities, then the Servicer or such Special Servicer,
as applicable may not be terminated at the direction of the holders of any Certificates (acting in such capacity).


 


Section
7.03       Notification to Certificateholders. Upon any termination pursuant to Section 7.01
above or appointment of a successor to the Servicer or the applicable Special Servicer, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, and to each Rating Agency.


 


Within
30 days after the occurrence of any Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee shall transmit by mail to all Certificateholders
and each Rating Agency notice of such Termination Event, unless such Termination Event shall have been cured or waived pursuant
to Section 7.05.


 


Section
7.04       Other Remedies of Trustee. During the continuance of any Servicer Termination
Event or a Special Servicer Termination Event, so long as such Servicer Termination Event or Special Servicer Termination Event,
if applicable, shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.02, shall
have the right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity
or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). In such event, the reasonable legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Trustee shall be entitled to be reimbursed
therefor from the Collection Account as provided in Section 3.06. Except as otherwise expressly provided in this Agreement,
no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative
and in addition to any other remedy and no delay or omission to


 



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exercise
any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event
or Special Servicer Termination Event.


 


Section
7.05       Waiver of Past Events of Default; Termination. Certificateholders possessing not
less than 66-2/3% of the aggregate Voting Rights of the Certificates other than any Certificates held by the Servicer or a Special
Servicer, as the case may be, may, on behalf of all Certificateholders, waive any default by the Servicer or a Special Servicer,
as the case may be, in the performance of its obligations hereunder and its consequences, except a default in making any required
deposits (including Monthly Advances) to or payments from the Collection Account, the Distribution Account or the Lower-Tier Distribution
Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default,
such default shall cease to exist, and any Termination Event arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


ARTICLE
VIII


 


CONCERNING
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.01       Duties of Trustee and the Certificate Administrator. (a) Each of the Trustee
and the Certificate Administrator, prior to the occurrence of a Termination Event of which a Responsible Officer of the Trustee
or the Certificate Administrator has actual knowledge and after the curing or waiver of all Termination Events that may have occurred,
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right
of the Trustee or the Certificate Administrator shall be construed as a duty. During the continuance of a Termination Event of
which a Responsible Officer of the Trustee or the Certificate Administrator has actual knowledge, the Trustee or Certificate Administrator,
as applicable, subject to the provisions of Sections 7.02 and 7.04 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 such
person’s own affairs. The Trustee (or the Servicer or the applicable Special Servicer on its behalf) shall have the power
to exercise all the rights of a holder of a Whole Loan on behalf of the Certificateholders and the related Companion Loan Holders,
subject to the terms of the Mortgage Loan Documents and the related Co-Lender Agreement; provided, however, that
the applicable lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or such Special
Servicer, as the case may be, pursuant to this Agreement.


 


(b)           
Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator that are specifically required
to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face
to the requirements of this Agreement; provided, however, that neither the Certificate Administrator nor the Trustee
shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document,
order or other instrument provided to it hereunder. If any such instrument is found not to conform on its face to the requirements
of this Agreement in a material manner, the Trustee and the Certificate Administrator shall take action as it deems appropriate
to have the instrument corrected, and if


 



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the
instrument is not corrected to the Trustee’s or the Certificate Administrator’s reasonable satisfaction, the Trustee
or the Certificate Administrator, as applicable, will provide notice thereof to the Certificateholders.


 


(c)           
Neither the Trustee, the Certificate Administrator nor any of their officers, directors, employees, agents or “control”
persons within the meaning of the Securities Act shall have any liability arising out of or in connection with this Agreement;
provided that, subject to Section 8.02, no provision of this Agreement shall be construed to relieve the Trustee
or Certificate Administrator, or any such person, from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct or its own bad faith or fraud; and provided, further, that:


 


                            (i)            
Prior to the occurrence of a Termination Event of which a Responsible Officer of the Trustee or Certificate Administrator has
actual knowledge, and after the curing or waiver of all such Termination Events that may have occurred, the duties and obligations
of the Trustee and Certificate Administrator shall be determined solely by the express provisions of this Agreement, each of 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
or the Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator,
the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other
instruments furnished to the Trustee and/or the Certificate Administrator that conform on their face to the requirements of this
Agreement without responsibility for investigating the contents thereof;


 


                            (ii)            
neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by
a Responsible Officer or Responsible
Officers, unless it shall be proved that the Trustee or the Certificate Administrator was negligent in connection therewith;


 


                            (iii)        
neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of Certificateholders entitled to greater than 25% of
the Percentage Interests (or such other percentage as is specified herein) of each affected Class, or of the aggregate Voting
Rights of the Certificates, 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;


 


                            (iv)        
None of the Trustee, the Certificate Administrator or any of their respective directors, officers, employees, agents or control
persons shall be responsible for any act or omission of any Custodian or Certificate Registrar that is not an Affiliate of the
Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee or the Certificate Administrator,
performed or omitted in compliance with


 



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any custodial or other agreement, or any act or omission of the Servicer, a Special Servicer,
the Depositor or any other Person, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


                            (v)         
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action that is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement
(and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the Trust Fund), and each
of the Trustee and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection Account, unless
such legal action arises out of the negligence or bad faith of the Trustee or the Certificate Administrator or any breach of an
obligation, representation, warranty or covenant of the Trustee or the Certificate Administrator contained herein;


 


                            (vi)        
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of
any Person (other than its own Affiliates and employees) upon the occurrence of which the Trustee or the Certificate Administrator
may be required to act, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual
knowledge of such failure or unless any such failure to have knowledge was caused by the Trustee’s or the Certificate Administrator’s
negligence or willful misconduct; and


 


                            (vii)       
Neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with
the execution and performance of its duties hereunder.


 


None
of the provisions contained in this Agreement shall require the Trustee, in its capacity as Trustee, or the Certificate Administrator
in its capacity as Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the
opinion of the Trustee or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer or the applicable Special Servicer under this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer or such Special Servicer
in accordance with the terms of this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post
any surety or bond of any kind in connection with its performance of its obligations under this Agreement and, subject to Sections 3.07
and 7.02, the Trustee and the Certificate Administrator shall not be liable for any loss on any investment of funds
pursuant to this Agreement except for losses paid by the Certificate Administrator pursuant to Section 3.07 and losses
paid by the Trustee as successor to the Servicer or Special Servicer pursuant to Section 3.07.


 


Section
8.02       Certain Matters Affecting the Trustee and the Certificate Administrator. (a) Except
as otherwise provided in Section 8.01:


 



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                            (i)            
each of the Trustee and the Certificate Administrator may request and/or conclusively 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, written advice of counsel, 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 and the
Trustee and the Certificate Administrator shall have no responsibility to ascertain or confirm the genuineness of any such party
or parties;


 


                            (ii)           
each of the Trustee and the Certificate Administrator may consult with counsel and any advice or 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 with such written advice or Opinion of Counsel;


 


                            (iii)          
(A) neither the Trustee nor the Certificate Administrator shall be under any obligation 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
reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; (B) the
right of the Trustee and/or the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall
not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than its negligence
or willful misconduct in the performance of any such act; and (C) provided that subject to the foregoing clause (A),
nothing contained herein shall relieve the Trustee or the Certificate Administrator of the obligations, upon the occurrence of
a Termination Event (that has not been cured or waived) of which a Responsible Officer of the Trustee or the Certificate Administrator,
as applicable, has actual knowledge (unless the failure to have knowledge thereof was caused by the Trustee’s or the Certificate
Administrator’s, as applicable,
negligence or willful misconduct), 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 person would exercise or use under the circumstances in the conduct of
such person’s own affairs;


 


                            (iv)           
None of the Trustee, the Certificate Administrator nor any of their directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Securities Act shall be personally liable for any action taken, suffered or omitted by it in
good faith and reasonably believed by the Trustee or the Certificate Administrator to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;


 


                            (v)            
Neither of 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 that appears on its face to be what it purports to be and upon review of the foregoing conforms to the requirements
of this Agreement (unless such failure to investigate involves bad faith on the part of Trustee or the Certificate


 



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Administrator),
unless requested in writing to do so by Certificateholders entitled to at least 25% (or such other percentage as is specified
herein) of the Percentage Interests of any affected Class; 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, not reasonably assured to the
Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, each of the Trustee and
the Certificate Administrator may require reasonable indemnity against such expense or liability as a condition to taking any
such action. The reasonable expense of every such investigation shall be paid by the Servicer or the applicable Special Servicer
if a Termination Event shall have occurred and be continuing relating to the Servicer, or such Special Servicer, respectively,
and otherwise by the Certificateholders requesting the investigation;


 


                            (vi)           
Each of the Trustee and 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 (except with respect to any limited powers of attorney granted
to the Servicer or the applicable Special Servicer, any such action taken by any agent or attorney of the Trustee or the Certificate
Administrator remaining the responsibility of the Trustee or the Certificate Administrator, respectively);


 


                            (vii)          
Neither the Trustee nor the Certificate Administrator shall be required to give any bond or surety in respect of the execution
of the Trust Fund created hereby or the powers granted hereunder;


 


                            (viii)        
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Servicer or a Special
Servicer (unless the Trustee is acting as Servicer or Special Servicer, as the case may be) or of the Depositor; provided,
however, that the foregoing shall not relieve Trustee or the Certificate Administrator of its
duties with respect to a Termination Event pursuant to the second sentence of Section 8.01(a);


 


                            (ix)           
for as long as the Person that serves as the Trustee or the Certificate Administrator hereunder also serves as Custodian and/or
Certificate Registrar, the protections, immunities and indemnities afforded to that Person in its capacity as Trustee or Certificate
Administrator, as applicable, hereunder shall also be afforded to such Person in its capacity as Custodian and/or Certificate
Registrar, as the case may be;


 


                            (x)            
in no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; and


 


                            (xi)           
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.


 



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(b)           
Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision
of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall
have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause the Upper-Tier REMIC, or the Lower-Tier REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject the Upper-Tier REMIC, or the Lower-Tier
REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


 


(c)           
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator shall be
brought in its name for the benefit of all such Certificateholders, subject to the provisions of this Agreement.


 


Without
limiting the Certificate Administrator’s obligations under Section 2.02(b), neither the Trustee nor the Certificate
Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by the Mortgage Loan Seller pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.


 


Section
8.03       Neither the Trustee nor the Certificate Administrator is Liable for Certificates,
Mortgage Loans. The recitals contained herein and in the Certificates shall not be taken as the statements of the Trustee,
the Certificate Administrator, the Servicer or a Special Servicer, and the Trustee, the Certificate Administrator, the Servicer
and the applicable Special Servicer assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Servicer and each Special Servicer make no representations or warranties (except as provided in Section 2.04)
as to the validity or sufficiency of this Agreement, of the Certificates or any Offering Circular used to offer the Certificates
for sale or the validity, enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the
Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity
and enforceability of any Mortgage, Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to
be distributed to Certificateholders under this Agreement. Without limiting the foregoing, the Trustee and the Certificate Administrator
shall not be liable or responsible for: the existence, condition and ownership of any Mortgaged Property; the existence of any
hazard or other insurance thereon (other than if the Trustee shall assume the duties of the Servicer or the applicable Special
Servicer pursuant to Section 7.02) or the enforceability thereof; the existence of any Mortgage Loan or the contents
of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the
Servicer or the Special Servicer pursuant to Section 7.02); the validity of the assignment of any Mortgage Loan to
the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except to the extent of the documents
contained therein at the time the Certificate Administrator or Custodian took possession thereof or subsequently delivered to
the Certificate Administrator or


 



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Custodian
to be added thereto); the performance or enforcement (other than if the Trustee shall assume the duties of the Servicer or the
applicable Special Servicer pursuant to Section 7.02) of any Mortgage Loan; the compliance by the Depositor, the Servicer
or the applicable Special Servicer with any warranty or representation made under this Agreement or in any related document or
the accuracy of any such warranty or representation prior to the Trustee’s or the Certificate Administrator’s receipt
of notice or other discovery of any non-compliance therewith or any breach thereof (other than if the Trustee shall assume the
duties of the Servicer or the applicable Special Servicer pursuant to Section 7.02); any investment of monies by or
at the direction of the Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the Servicer
or the applicable Special Servicer pursuant to Section 7.02), it being understood that the Trustee or the Certificate
Administrator, as applicable, shall remain responsible for any Trust Fund property that it may hold in its individual capacity;
the acts or omissions of any of the Depositor, the Servicer or a Special Servicer (other than if the Trustee shall assume the
duties of the Servicer or applicable Special Servicer pursuant to Section 7.02) or any sub-servicer or any Borrower;
any action of the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 7.02)
or any sub-servicer taken in the name of the Trustee or the Certificate Administrator except to the extent such action is taken
at the express written direction of the Trustee or the Certificate Administrator, as applicable; the failure of the Servicer or
the applicable Special Servicer (other than if the Trustee shall assume the duties of the Servicer or the applicable Special Servicer
pursuant to Section 7.02) or any sub-servicer to act or perform any duties required of it on behalf of the Trust Fund
or the Trustee or the Certificate Administrator hereunder; or any action by or omission of the Trustee or the Certificate Administrator
taken at the instruction of the Servicer or the applicable Special Servicer (other than if the Trustee shall assume the duties
of the Servicer or the applicable Special Servicer pursuant to Section 7.02) unless the taking of such action is not
permitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve the Trustee
or the Certificate Administrator of its obligation to perform its duties as specifically set forth
in this Agreement. The Trustee and the Certificate Administrator shall not be accountable for the use or application by the Depositor,
the Servicer or the applicable Special Servicer of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor, the Servicer or the applicable Special Servicer in respect of the assignment
of the Mortgage Loans or deposited in or withdrawn from the Collection Account, Lower-Tier Distribution Account, Upper-Tier Distribution
Account, Lock Box Account, Cash Collateral Account or Reserve Account, any other account maintained by or on behalf of the Servicer
or the applicable Special Servicer, other than any funds held by the Certificate Administrator. Except as provided in Section 11.08,
the Trustee and the Certificate Administrator shall not have any responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to
it hereunder (unless the Trustee shall have become the successor Servicer) or to record this Agreement. In making any calculation
hereunder that includes as a component thereof the payment or distribution of interest for a stated period at a stated rate “to
the extent permitted by applicable law,” the Trustee and the Certificate Administrator shall assume that such payment is
so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable has actual knowledge,
or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect, that such payment
is not permitted by applicable law.


 



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Section
8.04       Trustee and Certificate Administrator May Not Own Certificates. None of the
Trustee, the Certificate Administrator nor any agent or the Trustee or the Certificate Administrator may become the owner or pledgee
of Certificates. The Trustee or the Certificate Administrator may deal with the Depositor, the Servicer and a Special Servicer
in banking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator or such agent.


 


Section
8.05      Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification.
(a) The Trustee and the Certificate Administrator or any successor Trustee or Certificate Administrator shall be entitled,
on each Distribution Date, to the Certificate Administrator Fee (including the portion of which is the Trustee Fee) (which shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered
by the Trustee or the Certificate Administrator in the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties hereunder of the Trustee and the Certificate Administrator, which Certificate Administrator Fee
shall be paid to the Certificate Administrator by itself from funds on deposit in the Lower-Tier Distribution Account prior to
the distribution on such Distribution Date of amounts to the Certificateholders. If the Trustee assumes the servicing responsibilities
of the Servicer or the applicable Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal
of the Servicer or such Special Servicer, the Trustee shall be entitled to the compensation to which the Servicer or such Special
Servicer, as the case may be, would have been entitled.


 


(b)           
The Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator pursuant to and in accordance
with the performance of its obligations and/or the exercise of its rights pursuant to any of the provisions
of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons
not regularly in its employ) to the extent such payments are “unanticipated expenses incurred by the REMIC” within
the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise
from its willful misconduct, negligence or bad faith; provided, however, that subject to the last paragraph of Section 8.01,
the Trustee and the Certificate Administrator shall not refuse to perform any of its respective duties hereunder solely as a result
of the failure to be paid (a) the Certificate Administrator Fee (and the allocable portion to the Trustee) and (b) the
Trustee’s or the Certificate Administrator’s expenses, so long as the payment of such fees and expenses are reasonably
assured to it.


 


The
Servicer and each Special Servicer covenant and agree to pay or reimburse the Trustee and the Certificate Administrator for the
reasonable expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator in connection
with any transfer of the servicing responsibilities of the Servicer or the applicable Special Servicer, respectively, hereunder,
pursuant to or otherwise arising from the resignation or removal of the Servicer and/or such Special Servicer, in accordance with
any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all
other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the willful misconduct,
negligence or bad faith of the Trustee or the Certificate


 



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Administrator;
provided that if the Servicer or the applicable Special Servicer is terminated pursuant to Section 7.01(a)
or 7.01(b), as applicable, expenses incurred in connection with such transfer shall be paid as provided in Section 7.01(c).


 


(c)            
Each of the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian, the Depositor, the Servicer and
each Special Servicer (each, an “Indemnifying Party”) shall, severally and not jointly, indemnify the Trustee,
the Certificate Administrator, the Certificate Registrar, the Custodian, the Depositor, the Servicer, the applicable Special Servicer,
the Trust and their Affiliates (provided that no such party will be required to indemnify itself), and each of the directors,
officers, employees and agents of the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian, the Depositor,
the Servicer, the applicable Special Servicer, and their Affiliates (whether in their respective capacities or individually) (each,
an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, liabilities,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees
and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and
the Indemnified Party or between the Indemnified Party and any third party or otherwise) related to each such Indemnifying Party’s
respective willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective duties hereunder
or by reason of reckless disregard of its respective obligations and duties hereunder (including in the case of the Servicer,
any agent of the Servicer or sub-servicer).


 


(d)           
The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all losses, liabilities, damages,
claims or unanticipated expenses (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) arising in respect of this Agreement, the Mortgage Loans, the Certificates or any act
or omission of the Indemnified Party relating to the exercise and performance of any of the powers and duties of such Indemnified
Party hereunder, in each case to the extent, and only to the extent, such payments are expressly reimbursable under this Agreement
or are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii),
other than (i) those resulting from the negligence, fraud, bad faith or willful misconduct of any Indemnified Party and (ii) those
as to which any Indemnified Party is entitled to and has received payment with respect to indemnification pursuant to Section 8.05(c).
The term “unanticipated expenses incurred by a REMIC” shall include any fees, expenses and disbursement of any separate
trustee or co-trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date and the losses, liabilities, damages, claims or expenses (including reasonable attorneys’ fees) incurred
or advanced by an Indemnified Party in connection with any litigation arising out of this Agreement, including, without limitation,
under Section 2.03, Section 3.10, the third paragraph of Section 3.11 and Section 7.01.
The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of
all Certificateholders. To the extent not otherwise paid to the Trustee pursuant to the terms hereof, the Certificate Administrator
may


 



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withdraw
such amounts from the Lower-Tier Distribution Account to pay such amounts to the Trustee.


 


(e)           
Reserved.


 


(f)           
Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this
Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as the case may be, as regards rights
accrued prior to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation,
removal or termination of the Servicer, the applicable Special Servicer, the Certificate Registrar or the Custodian.


 


(g)          
This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation,
expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law
or environmental matter.


 


Section
8.06       Eligibility Requirements for Trustee and the Certificate Administrator. Each
of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association 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, (x) having a combined capital and surplus of at least
$50,000,000 (y) having a rating on its unsecured long term debt of at least “A” by S&P And “A2”
by Moody’s and (z) Morningstar shall not have withdrawn, qualified or downgraded its ratings on securities in a
commercial mortgage loan securitization as a result of the performance by such Trustee or Certificate Administrator
thereunder, or meet different standards, provided that a Rating Agency Confirmation has been obtained with respect to
such different standards, and subject to supervision or examination by federal or state authority and shall not be an
Affiliate of the Servicer
(except during any period when the Trustee has assumed the duties of the Servicer pursuant to Section 7.02). If a
corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If the place
of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local
jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax
imposed under the REMIC Provisions), the Trustee or the Certificate Administrator, 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 and continue as Trustee
or Certificate Administrator or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose
such a tax. In case at any time the Trustee or the Certificate Administrator, as applicable, shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.


 


Section
8.07       Resignation and Removal of the Trustee or the Certificate Administrator. Each
of the Trustee and the Certificate Administrator may at any time resign and be discharged from the Trust by giving written notice
thereof to the Depositor, the Servicer, the


 



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Special
Servicers, the Certificate Administrator and the Rating Agencies; provided that no such resignation shall be effective
until a successor has been appointed. Upon such notice of resignation, the Servicer shall promptly appoint a successor Trustee
or Certificate Administrator, as applicable, the appointment of which shall require Rating Agency Confirmation, which instrument
shall be delivered to the resigning Trustee or Certificate Administrator and the successor Trustee or Certificate Administrator.
If no successor Trustee or Certificate Administrator shall have been so appointed and have accepted appointment within 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.


 


If
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor or the Servicer, or if at any time the Trustee or
the 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, the Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor or the Servicer may remove the Trustee or the Certificate Administrator, as applicable, and the
Servicer shall promptly appoint a successor Trustee or Certificate Administrator by written instrument, which shall be delivered
to the Trustee or Certificate Administrator so removed and to the successor Trustee or the Certificate Administrator, as applicable.


 


The
holders of at least 66-2/3% of the Certificate Balance of the outstanding Certificates may, only for cause, remove the
Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by
written instrument or instruments, in eight originals, signed by such Certificateholders or their attorneys in fact duly
authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Servicer, one
complete set to the Trustee or the Certificate Administrator so removed, one complete set to the successor Trustee or
Certificate Administrator so appointed.


 


If
the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights
and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts
accrued or owing to it under this Agreement, plus interest at the Advance Interest Rate on all such amounts until received to
the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination
or removal). Notwithstanding the foregoing, upon any termination of the Trustee or the Certificate Administrator hereunder, the
Trustee or the Certificate Administrator, as applicable, shall continue to be entitled to receive all accrued and unreimbursed
expenses and unpaid compensation accrued through the date of termination plus all Advances and interest thereon.


 


Any
resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator
shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator as provided
in Section 8.08 and the Trustee or the Certificate Administrator, as applicable, has paid all costs


 



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and
expenses incurred by the Trust Fund and the Servicer in connection with such resignation and appointment of a successor Trustee
or successor Certificate Administrator.


 


Section
8.08       Successor Trustee or Successor Certificate Administrator. (a) Any successor
Trustee or Certificate Administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver
to the Depositor, to the Servicer and to the predecessor Trustee or Certificate Administrator instruments accepting their 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, provided that the appointment of such successor Trustee or Certificate
Administrator shall not, as evidenced in writing, result in a downgrade, qualification or withdrawal of the then current ratings
assigned to the Certificates. The predecessor Trustee or Certificate Administrator shall deliver to the successor Trustee or Certificate
Administrator, as applicable, all Mortgage Files and related documents and statements held by it hereunder, and the Depositor
and the predecessor Trustee or Certificate Administrator shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator
all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as
provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator
shall be eligible under the provisions of Section 8.06.


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section 8.08,
the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator hereunder to all
Certificateholders at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within
10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or
Certificate Administrator shall cause such notice to be mailed at the expense of the Depositor.


 


(b)           
Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06.


 


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


 


Section
8.10       Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions
hereof, at any time, for the purpose of meeting any legal requirements of


 



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any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Depositor 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 (at the expense of the Trustee) 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 Depositor and the Trustee may consider necessary or desirable. If the Depositor shall not
have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable
law, the appointment of a co-trustee or separate trustee shall not relieve the Trustee of its responsibilities, obligations and
liabilities hereunder; provided that the Trustee shall have no liability for the acts or omissions of any co-trustee or
separate trustee that fall outside of the express authority of such co-trustee or separate trustee. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 and
no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.


 


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 (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in such act), 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 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 solely at the direction of the
Trustee.


 


No
trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement.
The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee,
or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate trustee or co-trustee.


 


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. Every such instrument shall be filed with the Trustee.
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. In no event shall any such separate trustee or co-trustee
be entitled to any provision relating to the conduct of, affecting the liability of or affording protection to such separate trustee
or co-trustee that imposes a standard


 



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of
conduct less stringent than that imposed by the Trustee hereunder, affording greater protection than that afforded to the Trustee
hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


Any
separate trustee or co-trustee may, at any time, constitute the Trustee’s 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.


 


Section
8.11       Maintenance of Office or Agency. The Certificate Administrator 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 Administrator in respect of the Certificates and
this Agreement may be served. The Certificate Administrator initially appoints the offices of the Certificate Registrar designated
in Section 5.02 for transfer and exchange of Certificates and designates the Corporate Trust Office as its office
for purposes of receipt of such notices and demands. The Certificate Registrar will give prompt written notice to the Certificateholders
of any change in the location of the Certificate Register or any such office or agency.


 


Section
8.12        [RESERVED]


 


Section
8.13       Access to Certain Information. (a)  The Certificate Administrator
shall afford to any Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and
any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any
documentation regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its
control, including without limitation:


 


                             (i)          the
Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loans entered into
or consented to by the Servicer or the applicable Special Servicer and delivered to the Certificate Administrator;


 


                             (ii)         the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or applicable Special Servicer,
as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, and


 


                             (iii)        all
notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which environmental
testing revealed any failure of such Mortgaged Property to comply with any applicable law, including any environmental law, or
which revealed an environmental condition present at a Mortgaged Property requiring further investigation, testing, monitoring,
containment, clean up, or remediation.


 


Such
access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the
offices of the Certificate Administrator.


 



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The
Certificate Administrator will provide copies of the items described in this Section 8.13(a) above upon reasonable
written request to the Certificateholders. The Certificate Administrator may require payment for the reasonable costs and expenses
of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable
to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser
of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise
keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed
to keep this information confidential.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following
items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format):


 


                             (i)          The
following “deal documents”:


 


(A)          
the Offering Circular and any other disclosure document relating to the 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, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any) and any
amendments and exhibits hereto or thereto; and


 


(C)          
the CREFC® Loan Setup File prepared by the Servicer and delivered to the Certificate Administrator;


 





                             (ii)         The
following “periodic reports”:


 


(A)          
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


 


(B)          
the CREFC® Investor Reporting Package files (other than the CREFC® Loan Setup File) prepared by,
or delivered to, the Certificate Administrator;


 


                             (iii)        The
following “additional documents”:


 


(A)          
summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.26;


 


(B)          
all inspection reports delivered to the Certificate Administrator pursuant to Section 3.20; and


 


(C)          
all Appraisals delivered to the Certificate Administrator pursuant to Section 3.10;


 



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                             (iv)         The
following “special notices”:


 


(A)          
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 10.01;


 


(B)          
any notice of termination of the Servicer or a Special Servicer delivered to the Certificate Administrator pursuant to Section 7.01;


 


(C)          
any notice of a Servicer Termination Event or a Special Servicer Termination Event delivered to the Trustee pursuant to Section 7.01;


 


(D)          
any request by the Certificateholders representing at least 25% of the Voting Rights to terminate a Special Servicer pursuant
to Section 7.01(c);


 


(E)           
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor Trustee or Certificate Administrator pursuant to Section 8.07 or Section 8.08;


 


(F)           
any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the applicable Special Servicer’s, as the case may be, determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance, pursuant to Section 3.06, Section 3.24 or Section 4.07;


 


(G)          
any Special Notice delivered to the Certificate Administrator pursuant to Section 5.09;


 


(H)          
any Assessments of Compliance delivered to the Certificate Administrator;


 


(I)             
any Attestation Reports delivered to the Certificate Administrator;


 


(J)            
whether a Control Event has occurred and is continuing or a Consultation Termination Event has occurred;


 


(K)          
any amendment to this Agreement pursuant to Section 11.07; and


 


(L)           
all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;


 


(M)         
notice of any material amendments to a Ground Lease or any rejection or termination of a Ground Lease;


 


                             (v)          the
“Investor Q&A Forum” pursuant to Section 4.06; and


 


                             (vi)         solely
to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.06.


 


Section
8.14       Rule 17g-5 Information Provider


 



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(a) The
17g-5 Information Provider shall make available solely to the Depositor and NRSROs (including the Rating Agencies) who have submitted
an NRSRO Certification to the 17g-5 Information Provider, the following items to the extent such items are delivered to it via
email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WP Glimcher Mall Trust
2015-WPG” and an identification of the type of information being provided in the body of the email, or via any alternate
email 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
Asset Status Report delivered by the applicable Special Servicer under Section 3.26;


 


                             (ii)          any
environmental reports delivered by the applicable Special Servicer under Section 3.10;


 


                             (iii)         any
Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.14;


 


                             (iv)         any
Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.16;


 


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


 


                             (vi)         any
information requested by the Depositor or the Rating Agencies (it being understood the 17g-5 Information Provider shall not disclose
on the 17g-5 Information Provider’s Website which Rating Agency requested such information);


 


                             (vii)        any
notice to the Rating Agencies relating to the Servicer’s or applicable Special Servicer’s determination to take action
without receiving Rating Agency Confirmation as set forth in Section 3.31;


 


                             (viii)       any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider;


 


                             (ix)         any
summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.14;
provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;


 


                             (x)          any
amendment to this Agreement pursuant to Section 11.07;


 


                             (xi)         notice
of final payments on the Certificates;


 


                             (xii)        the
Rating Agency Q&A Forum pursuant to Section 8.14(c);


 


                             (xiii)       notice
of any resignation of the Trustee or the Certificate Administrator or the acceptance of appointment by the successor Trustee or
Certificate Administrator;


 



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                             (xiv)       Officer’s
Certificates supporting nonrecoverable determinations relating to Advances;


 


                             (xv)        notices
of Servicer Termination Events and Special Servicer Termination Events; and


 


                             (xvi)       notices
pursuant to Section 11.06.


 


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
12:00 p.m. (eastern time) or, if received after 12:00 p.m., on the next Business Day. 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, the 17g-5 Information Provider may remove it 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 posted to the 17g-5 Information Provider’s Website to the
extent such information was not produced by the Certificate Administrator. Access will be provided by the 17g-5 Information
Provider to the NRSROs upon receipt of an NRSRO Certification substantially in the form of Exhibit L-3 hereto
(which certification may be submitted electronically via the Certificate Administrator’s Website). Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to its customer service desk at (866)
846-4526.


 


In
connection with the delivery by the Servicer or the applicable Special Servicer to the Rule 17g-5 Information Provider of any
information, report, notice or document for posting to the Rule 17g-5 Information Provider’s Website, the Servicer or the
applicable Special Servicer, as applicable, may (but is not obligated to) send such information, report, notice or other document
to the applicable Rating Agency, but any such delivery may not occur until the earlier of (i) after receipt of written confirmation
from the Rule 17g-5 Information Provider (which the Rule 17g-5 Information Provider shall provide to the Servicer or the applicable
Special Servicer via an automatically generated e-mail, as applicable) that such information, report, notice or document has been
posted to the Rule 17g-5 Information Provider’s Website or (ii) the second Business Day after it has provided such information,
report, notice or other document to the Rule 17g-5 Information Provider.


 


The
Certificate Administrator and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has
signed-up for access to its website in respect of the transaction governed by this Agreement each time an additional document
is posted thereto. In connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information
Provider’s Website, the Certificate Administrator and the 17g-5 Information Provider may require registration and the acceptance
of a disclaimer. The Certificate Administrator and the 17g-5 Information Provider shall not be liable for the dissemination of
information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness
of such information being made available, and assume no responsibility for such information. The 17g-5 Information Provider shall
not be


 



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liable
for making any information available to NRSROs unless same was delivered to it at its email address set forth above, with the
proper subject heading. Assistance in using the Certificate Administrator’s Website or the 17g-5 Information Provider can
be obtained by calling its customer service desk at (866) 846-4526.


 


(b)           
Each of the Servicer and the applicable Special Servicer may, in accordance with such reasonable rules and procedures as it
may adopt, also make available through its website or otherwise, any additional information relating to the Mortgage Loans,
the Mortgaged Properties or the Borrowers, for review by the Depositor, the Initial Purchasers, the Trustee, the Certificate
Administrator and any other Privileged Person (collectively, the “Disclosure Parties”), in each case,
except to the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage Loan Documents. Each of the
Servicer and the applicable 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, the Certificate Administrator or the Trustee, enter into an Investor Certification or
other confidentiality agreement acceptable to the Servicer or such Special Servicer, as the case may be, and
(B) acknowledge that the Servicer or such 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 Servicer’s or the
applicable Special Servicer’s website, the Servicer and such 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 8.14(b)
to current or prospective Certificateholders the form of confidentiality agreement used by the Servicer or such Special
Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification in the form of Exhibit
L-1 executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such
information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate
or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser
of Certificates or interests therein, an Investor Certification in the form of Exhibit L-1 indicating that such Person
is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a
possible investment in Certificates and will otherwise keep such information confidential. 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 Servicer nor either Special Servicer shall be liable for the dissemination of information in accordance with this Agreement.
Neither the Servicer nor either 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 8.14(b) unless such information
was produced by the Servicer or applicable Special Servicer, as applicable.


 



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The
Servicer, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but are not required) to orally
communicate with the Rating Agencies provided that such party summarizes the information provided to the Rating Agencies
in such communication and provides the 17g-5 Information Provider with such summary in accordance with the procedures set forth
in Section 8.14(a) on the same day such communication takes place; provided that the summary of such oral communications
shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 8.14(a).


 


None
of the foregoing restrictions in this Section 8.14 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Servicer or the applicable 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 Servicer or such Special Servicer, as applicable, (ii) such Rating Agency’s or
NRSRO’s approval of the Servicer or such Special Servicer, as applicable, as a commercial mortgage master, special or
primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Servicer’s or such Special
Servicer’s, as applicable, servicing operations in general; provided that the Servicer or such Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating
Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) borrower, 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.


 


(c)           
The 17g-5 Information Provider will make the “Rating Agency Q&A Forum and Document Request Tool” available to
NRSROs via the 17g-5 Information Providers internet website, where NRSROs may (i) submit inquiries to the Certificate Administrator
relating to the Distribution Date Statement, (ii) submit inquiries to the Servicer or the applicable Special Servicer relating
to reports, the Mortgage Loans, or the Mortgaged Properties, (iii) submit requests for loan-level reports and information,
and (iv) view previously submitted inquiries and related answers or reports, as the case may be. The 17g-5 Information Provider
shall promptly forward such inquiries to the applicable party. The Certificate Administrator, the Servicer or the applicable Special
Servicer, as applicable, will be required to answer each inquiry, unless it determines that (a) answering the inquiry would
be in violation of applicable law, Accepted Servicing Practices, this Agreement, or the applicable Mortgage Loan Documents, (b) answering
the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product, or (c) answering the inquiry would materially increase the duties of, or result in significant additional cost
or expense to, such party, and the performance of such additional duty or the payment of such additional cost or expense is beyond
the scope of its duties under this Agreement. If the event any of the Certificate Administrator, the Servicer or the applicable
Special Servicer declines to answer an inquiry, it shall promptly email the 17g-5 Information Provider with the basis of such
declination. The 17g-5 Information Provider will be required to post the inquiries and the related answers (or reports, as applicable)
on the Rating Agency Q&A Forum and Document Request Tool promptly upon receipt, or in the event that an inquiry is unanswered,
the inquiry and the basis for which it was unanswered. The Rating Agency Q&A Forum and Document Request Tool may not reflect


 



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questions,
answers, or other communications which are not submitted through the 17g-5 Information Provider’s Website. Answers and information
posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and will not
be deemed to be answers from any other person. No such other person will have any responsibility or liability for, and will not
be deemed to have knowledge of, the content of any such information. None of the Initial Purchasers, the Depositor, or any of
their respective affiliates will certify to any of the information posted on the Rating Agency Q&A Forum and Document Request
Tool. 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.


 


(d)           
Certain information concerning the Mortgage Loans and the Certificates, including the Distribution Date Statements, the CREFC®
Investor Reporting Package and supplemental notices, shall be provided by the Certificate Administrator to certain market
data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator from such person of a certification
in the form of Exhibit P hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website. The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Thomson Reuters and Markit, and the provision of
such information shall not constitute a breach of this Agreement by the Certificate Administrator.


 



ARTICLE
IX



CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER


 


Section
9.01     Selection and Removal of the Directing Certificateholder.


 


(a)              
The Majority Controlling Class Certificateholders may elect the Directing Certificateholder.


 


(b)                
The Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders,
as determined by the Certificate Registrar from time to time; provided that (i) absent such selection or (ii) upon receipt
by the Servicer, the applicable Special Servicer, the Trustee and the Certificate Administrator of notice from the Majority Controlling
Class Certificateholders that a Directing Certificateholder is no longer so designated, the Controlling Class Certificateholder
that owns, and is identified (with contact information) to the Servicer, such Special Servicer, the Trustee and the Certificate
Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class, or the designee of
such Controlling Class Certificateholder (but only for so long as such Controlling Class Certificateholder owns the largest aggregate
Certificate Balance of the Controlling Class), shall be the Directing Certificateholder. Each Holder of the Certificates of the
Controlling Class shall be entitled to vote in each election of the Directing Certificateholder. Notwithstanding anything to the
contrary herein, the (x) Directing Certificateholder cannot be any Borrower Affiliate, any Restricted Holder or the Manager or
any of their servicers or respective agents or Affiliates and (y) for purposes of determining the Majority Controlling Class Certificateholders
and/or appointing the Directing Certificateholder, any Borrower Affiliate, any Restricted Holder, the


 



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Manager
or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and shall not be entitled
to exercise such right. Notwithstanding anything to the contrary herein, each of the Trustee and the Certificate Administrator
may conclusively rely on any Investor Certification provided to it in connection with the foregoing and may require that Investor
Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(c)                 The
initial Directing Certificateholder with respect to the Scottsdale Mortgage Loan is Pacific Life Insurance Company. J.P.
Morgan Securities LLC and Deutsche Bank Securities Inc. purchased the Class PR-1 and Class PR-2 Certificates on the Closing
Date for sale to investors in the ordinary course of business. No party will be entitled to exercise the rights of the
Directing Certificateholder with respect to the Pearlridge Whole Loan until a Control Enabling Event occurs. The
Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the
Servicer and the applicable Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to
receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information)
to the Servicer, the Special Servicers, the Trustee and the Certificate Administrator as owning, the largest aggregate
Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate
Administrator, the Servicer and the Special Servicers of the appointment of a Directing Certificateholder (if any) (in order
to receive notices hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class
Certificateholder owns the largest aggregate Certificate Balance of the Controlling Class and shall also state that such
Directing Certificateholder is not a Borrower or Borrower Affiliate.


 


(d)                
The Directing Certificateholder may be removed at any time by the written vote of the Majority
Controlling Class Certificateholders, and a copy of the results of such vote shall be delivered to the Certificate Administrator,
the Trustee, the Servicer and the applicable Special Servicer.


 


(e)                
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 the Trustee and to notify the Certificate
Administrator and all the parties hereto of the selection of a Directing Certificateholder or the resignation or removal thereof.
Any Certificateholder or its designee at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue
of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed
Directing Certificateholder and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall
notify the Trustee, the applicable Special Servicer and the Servicer of the identity of the Directing Certificateholder and any
resignation or removal thereof. In addition, upon the request of the Servicer or a Special Servicer, as applicable, the Certificate
Administrator shall provide the name of the then-current Directing Certificateholder and a list of the Certificateholders (or Beneficial
Owners, if applicable, at the expense of the requesting party) of the Controlling Class to such requesting party. In addition,
(i) any Holder owning more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it no longer
holds the majority of the Controlling Class


 



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Certificates
(by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates who collectively own more than fifty
percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Trustee and the Certificate Administrator when it transfers its Controlling Class Certificate (or
its beneficial interest in the Controlling Class Certificates) and, as a result of such transfer, such Holders who collectively
appointed the Directing Certificateholder no longer collectively own more than the applicable percentage of the Controlling Class
Certificates (by Certificate Balance) set forth above; provided that in no event with respect to either clause (i)
or (ii) shall any Controlling Class Certificateholder have any liability to any Person for the failure to provide any
such notices.


 


(f)                 
Until it receives notice to the contrary, each party to this Agreement shall be entitled to
rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class and the Directing
Certificateholder.


 


(g)                
The Directing Certificateholder shall be responsible for its own expenses.


 


Notwithstanding any other
provision to this Agreement, in the event that there is no Controlling Class or no Directing Certificateholder has been
appointed or identified to the Servicer or a Special Servicer, as applicable, and the Servicer or such Special Servicer, as
applicable, has attempted to obtain such information from the Trustee and the Certificate Administrator and no such entity
has been identified to the Servicer or such Special Servicer, as applicable, then the Servicer or such 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 until such time as a Directing Certificateholder meeting the definition thereof is so
appointed or identified. Upon request, the Certificate Administrator shall provide such information as is then in its
possession to identify the Directing Certificateholder to the Servicer and such Special Servicer.


 


Section
9.02     Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders. 


 


Neither the Controlling Class
nor the Directing Certificateholder shall have any liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action for errors in judgment.


 


By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Directing Certificateholder and/or the Controlling Class Certificateholders
(i) may have special relationships and interests that conflict with those of Holders of one or more Classes of the Certificates,
including owning any interest in a Companion Loan, (ii) may act solely in the interests of the Holders of the Controlling
Class, including the Directing Certificateholder, (iii) does not have any duties or liability to the Holders of any Class
of Certificates including other holders of the related Controlling Class or to the Companion Loan Holders, (iv) may take actions
that favor the interests of one or more Classes of the Certificates, including the Holders of the Controlling Class, over the interests
of the Holders of one or more other Classes of the Certificates or to the Companion Loan Holders, and (v) shall have no liability
whatsoever to the Trust, any Certificateholder or any other Person for having so acted as set forth in clauses (i)


 



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through
(iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder, the Controlling
Class or any director, officer, employee, partner, member, shareholder, agent or principal of the Directing Certificateholder
or the Controlling Class, as applicable, for having so acted.


 


Section
9.03     Rights and Powers of the Directing Certificateholder.


 


(a)                 Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.28(e), Section 9.03(b), Section 9.03(c)
and the second (2nd) and third (3rd) paragraphs of this Section 9.03(a), (i) the Servicer shall not be permitted
to take any of the actions constituting a Major Decision unless it has obtained the consent of the applicable Special
Servicer (after delivery of a written recommendation and analysis to such Special Servicer and information reasonably
requested by such Special Servicer) unless such actions are part of an Asset Status Report approved by the Directing
Certificateholder under Section 3.26(b) or is otherwise implemented by such Special Servicer in accordance with
the terms of this Agreement and (ii) prior to the occurrence and continuance of a Control Event, the applicable Special
Servicer shall not be permitted to (A) consent to the Servicer’s taking any of the actions constituting a Major
Decision, or (B) itself take any of the actions constituting a Major Decision, but subject to Section 3.26(b) as
to which the Directing Certificateholder has objected in writing within ten (10) Business Days after receipt of the written
recommendation and analysis and information reasonably requested by the Directing Certificateholder from such Special
Servicer (provided that if such written objection has not been received by such Special Servicer within such ten (10)
Business Day period, then the Directing Certificateholder shall be deemed to have approved such action). In the event that
the applicable Special Servicer or Servicer, as applicable, determines that immediate action, with respect to a
Major Decision, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and
continuance of a Control Event under this Agreement (or consultation with the Directing Certificateholder after the
occurrence and during the continuance of a Control Event, but prior to the occurrence of a Consultation Termination Event),
is necessary to protect the interests of the Certificateholders, the applicable Special Servicer or Servicer, as the case may
be, may take any such action without waiting for the Directing Certificateholder’s response (or without such
consultation) so long as the Servicer or such Special Servicer, as applicable, has made a reasonable effort to contact the
Directing Certificateholder to inform it of such need. The applicable Special Servicer is not required to obtain the consent
of the Directing Certificateholder for any Major Decision upon 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 prior to the occurrence of a Consultation
Termination Event, such Special Servicer shall not be required to obtain the consent of the Directing Certificateholder but
shall consult with the Directing Certificateholder in connection with any Major Decision (and such other matters that are
subject to consent, approval, direction or consultation rights of the Directing Certificateholder hereunder) and to consider
alternative actions recommended by the Directing Certificateholder in respect of such matters. In the event that no Directing
Certificateholder has been appointed or identified to the Servicer or the applicable Special Servicer, as applicable, and the
Servicer or such Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Servicer or such Special Servicer, as applicable, then until such time as the
new Directing Certificateholder is identified, the Servicer or such Special Servicer, as applicable, shall have no


 



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duty
to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


 


In addition, for so long as no
Control Event has occurred and is continuing, subject to Section 9.03(b), Section 9.03(c) and the immediately
following paragraph, the Directing Certificateholder may direct the applicable Special Servicer to take, or to refrain from taking,
such other actions with respect to the Mortgage Loans as the Directing Certificateholder may reasonably deem advisable.


 


If the applicable Special
Servicer or Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
objection, consultation or direction or advice from the Directing Certificateholder, the Controlling Class Certificateholders
or any other Person would (A) otherwise require or cause such Special Servicer or Servicer, as applicable, to violate the
terms of the Mortgage Loan Documents, any Co-Lender Agreement, any applicable law, provisions of the Code resulting in an
Adverse REMIC Event or this Agreement, (including without limitation, actions inconsistent with Accepted Servicing
Practices), or (B) expose any Certificateholder, the Servicer, such Special Servicer, the Certificate Administrator, the
Trustee or the Trust or their respective Affiliates, officers, directors or agent to any claim, suit or liability, (C) result
in the imposition of a tax upon the Trust (other than a tax on “net income from foreclosure property”) or loss of
REMIC status or (D) materially expand the scope of such Special Servicer’s, the Servicer’s, the Trustee’s
or the Certificate Administrator’s responsibilities hereunder, then such Special Servicer or Servicer, as applicable,
shall disregard such refusal to consent, direction or advice and notify the Directing Certificateholder, the Trustee, the
Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably
detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Servicer or
applicable Special Servicer in accordance with the direction of or approval of the Directing Certificateholder that does not
violate the Mortgage Loan Documents, any Co-Lender Agreement, this Agreement, any applicable law, provisions of the Code
resulting in an Adverse REMIC Event or Accepted Servicing Practices or any other provisions of this Agreement, shall not
result in any liability on the part of the Servicer or such Special Servicer.


 


(b)                
Notwithstanding anything to the contrary contained herein (i) after the occurrence and
during the continuance of a Control Event, the Directing Certificateholder shall have no right to consent to or direct any action
taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Event
but so long as no Consultation Termination Event is continuing, the Directing Certificateholder shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to this Agreement, and the Servicer, applicable Special Servicer
and any other applicable party shall consult with the Directing Certificateholder in connection with any action to be taken or
refrained from taking to the extent set forth herein; and (iii) during the continuance of a Consultation Termination Event, the
Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any notices,
reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other
rights as Directing Certificateholder, and the Controlling Class shall not be entitled to appoint a Directing Certificateholder.


 



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If a Control Event no longer
exists, then the Directing Certificateholder shall regain all the consent and direction rights of the Directing Certificateholder
set forth in this Agreement.


 


(c)                
For purposes of determining the Directing Certificateholder, exercising any rights of the
Controlling Class or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date
Statements, any holder of any interest in a Controlling Class Certificate who is a Borrower Affiliate, the Manager or an agent
or Affiliate of the foregoing, or is a Restricted Holder shall not be deemed to be a Holder or Beneficial Owner of the related
Controlling Class and shall not be entitled to exercise such rights or receive such information. If, as a result of the preceding
sentence, no Holder or Beneficial Owner of Controlling Class Certificates would be eligible to exercise such rights, there shall
be no Controlling Class.


 


(d)                
The Certificate Administrator shall, within five (5) Business Days after its determination
that a Control Event or a Consultation Termination Event has occurred or ceased to exist, post a notice of such occurrence or cessation
of a Control Event or Consultation Termination Event on the Certificate Administrator’s Website.


 


Section
9.04     Directing Certificateholder Contact with Servicer and Special Servicers.


 


Upon reasonable request, each
of the Servicer and the applicable Special Servicer shall, without charge, make a Servicing Officer available to answer questions
from the Directing Certificateholder (prior to the occurrence and continuance of a Control Event) regarding the performance and
servicing of the Mortgage Loans (or, in the case of such Special Servicer, such Special Servicer’s operational activities
on a platform level basis related to the servicing of any Mortgage Loan after a Servicing Transfer Event and the servicing of any
REO Property) for which the Servicer or such Special Servicer, as the case may be, is responsible.


 


Notwithstanding any provision
of this Agreement to the contrary, the failure of the Servicer or the applicable 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 if the Servicer or such
Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing Practices,
that such disclosure would 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.


 


ARTICLE
X



TERMINATION


 


Section
10.01           Termination.
(a) The respective obligations and responsibilities of the Servicer, the Special Servicers, the Depositor, the Certificate
Administrator and the Trustee created hereby with respect to the Certificates (other than the obligation to make certain payments
and to send certain notices to Certificateholders as hereinafter set forth) shall terminate immediately following the occurrence
of the last action required to be taken by the Certificate


 



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Administrator
pursuant to this Article X on the Termination Date; provided, however, that in no event shall the trusts
created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof.


 


(b)                
The Trust Fund, including the Upper-Tier REMIC and the Lower-Tier REMIC shall be terminated
and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith, only pursuant to a “qualified
liquidation” within the meaning of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions
hereof pursuant to which the applicable Notice of Termination is given by the Depositor or the Servicer and requiring that the
Trust Fund, including the Upper-Tier REMIC and the Lower-Tier REMIC (if not previously terminated) shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan of qualified liquidation. The notice mailed
by the Certificate Administrator pursuant to Section 10.01(d) shall constitute such plan of complete liquidation and
the date of such notice shall be specified in the final return of each Trust REMIC as the date of adoption of such plan of complete
liquidation. Notwithstanding the termination of the Trust REMICs, the Certificate Administrator shall be responsible for filing
the final tax returns for the Trust REMICs for the period ending with such termination, and shall retain books and records with
respect to the Trust REMICs for the same period of retention for which it maintains its own tax returns or other reasonable period.


 


(c)                
The obligations of the parties to this Agreement with respect to the Trust REMICs will terminate
upon the earliest of: (i) the final payment or other liquidation of the last outstanding Mortgage Loan remaining in the Trust
Fund and the disposition of all property acquired upon the foreclosure or deed in lieu of foreclosure with respect to the last
outstanding Mortgage Loan and the remittance to the Certificateholders of all funds due under this Agreement; or (ii) after
the Certificate Balance of all Certificates has been reduced to zero under circumstances set forth in this Agreement; or (iii) mutual
consent of the parties to this Agreement and all Certificateholders. The Certificate Administrator will give or cause to be given
written Notice of Termination of this Agreement to each Certificateholder and the final distribution under this Agreement will
be made only upon surrender and cancellation of the related Certificates at an office or agency specified in the Notice of Termination.


 


(d)                
Notice of any termination of the Trust Fund pursuant to this Section 10.01 shall
be mailed by the Certificate Administrator to Certificateholders, with a copy to the Servicer, each Special Servicer and each Rating
Agency at their addresses shown in the Certificate Registrar, as soon as practicable after the Certificate Administrator shall
have received, or been given a Notice of Termination but in any event not more than 30 days, and not less than 10 days,
prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:


 


(i)               
specify the Anticipated Termination Date on which the final distribution is anticipated to
be made to Holders of Certificates of the Classes specified therein;


 


(ii)               
specify the amount of any such final distribution, if known; and


 



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(iii)              
state that the final distribution to Certificateholders will be made only upon presentation
and surrender of Certificates or affidavits meeting the requirement of Section 5.06(g) that such Certificates have
been lost or destroyed at the office of the Paying Agent therein specified.


 


If the Trust Fund is not terminated
on the Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each affected
Certificateholder.


 


(e)                 Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
or deliver an affidavit in accordance with Section 5.06(g) shall be set aside and held in trust for the account
of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to
which notice of the Termination Date has been given pursuant to this Section 10.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to
surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of
contacting Certificateholders shall be paid out of the assets that remain held. If within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall subject to
escheatment law thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No
interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 10.01. Any such
amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income and
gain realized from investment of such funds shall be for the benefit of the Certificate Administrator. Notwithstanding
anything herein to the contrary, for so long as Wells Fargo Bank, National Association serves as Certificate Administrator,
all funds held by the Certificate Administrator shall remain uninvested.


 


ARTICLE
XI



MISCELLANEOUS PROVISIONS


 


Section
11.01           Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, all 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


 



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Section
11.02           Limitation
on Rights of Certificateholders. 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.


 


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 person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or with respect to the Certificates or any Mortgage Loan,
unless, with respect to this Agreement, such Certificateholder previously shall have given to the Trustee a written notice of
a Servicer Termination Event and of the continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates representing 25% of the aggregate Voting Rights of any affected Class of Certificates (excluding any
Certificates owned by a Special Servicer if such suit is against such Special Servicer) 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 (unless this Agreement or the Certificates obligates or obligate the Trustee to take such action without such an
indemnity), and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. 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 of any Class shall have any right in any manner whatever 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, 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 Holders of
Certificates of such Class. For the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section
11.03           Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 



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The parties hereto hereby waive,
to the fullest extent permitted by law, the right to trial by jury in any action, proceeding or counterclaim, whether in contract,
tort or otherwise, relating directly or indirectly to this agreement or the transactions contemplated hereby.


 


Section
11.04           Notices.
All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt as follows:


 


If to the Trustee or Certificate Administrator,
to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services

J.P. Morgan Chase Commercial Mortgage Securities Trust Series 2015-WPG 


Telephone: (410) 884-2000

Facsimile number: (410) 715-2380 


Email: trustadministrationgroup@wellsfargo.com
and cts.cmbs.bond.admin@wellsfargo.com 





 


If to the Depositor, to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal Singh


 


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

Facsimile number: (917) 464-6116


 


With additional copies to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Michael S. Gambro, Esq.

Telephone: (212) 504-6825

Facsimile number: (212) 504-6666


 






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If to the Servicer, to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Facsimile: (877) 379-1625

Email: diane_c_haislip@keybank.com




 


With a copy to:



Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

Email: KKohring@polsinelli.com


 


And with respect to any notice relating
to the Rating Agency Q&A Forum and Document Request Tool: RAInvRequest@wellsfargo.com


 


And with respect to any notice relating
to the Investor Q&A Forum: REAM_InvestorRelations@wellsfarfgo.com


 


With a copy to:



Wells Fargo Bank, National Association

Legal Department

301 S. College Street

Charlotte, North Carolina 28288-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile number: (704) 383-0353

Reference: WP Glimcher Mall Trust 2015-WPG Mortgage Trust


 


With an additional copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann, Esq.

Facsimile number: (704) 353-3190


 






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If to the Pearlridge Special Servicer,
to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Clark Rogers

Facsimile: (877) 379-1625

Email: clark_w_rogers@keybank.com


 


With a copy to:



Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

Email: KKohring@polsinelli.com


 


If to the Scottsdale Special Servicer,
to:



Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660

Attention: Vice President – Commercial Servicing Operations

Telephone: (949) 219-3715 


Facsimile number: (949) 219-6570 


Email: Michelle.Stickles@pacificlife.com


  


With a copy to:



Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660

Attention: Chris Dallas, AVP, Investment Counsel

Telephone: (949) 219-6703 


Facsimile number: (949) 219-3706 


Email: Chris.Dallas@pacificlife.com


 


If to the Initial Purchasers:



J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: CMBS

Facsimile number: (212) 834-6250


 






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with a copy to:



J.P. Morgan Securities LLC

383 Madison Avenue, 32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Facsimile number: (917) 464-6116


 


With additional copies to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Michael S. Gambro, Esq.

Telephone: (212) 504-6825

Facsimile number: (212) 504-6666


 


and  


 


			Deutsche Bank Securities Inc.





 


and


 


			Drexel Hamilton, LLC

77 Water Street, Suite 701

New York, New York 10005

Attention: John D. Kerin, Director of Debt Syndicate

Facsimile number: (646) 412-1500



 


If to any Certificateholder, to:



the applicable address set forth in the

Certificate Register as of the related Record Date,


 


or, in the case of the parties to this Agreement,
to such other address as such party shall specify by written notice to the other parties hereto.


 


Section
11.05     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, to the extent permitted by applicable law, 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
11.06     Notice
to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5


 






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Information Provider for
posting on the 17g-5 Information Provider’s Website pursuant to Section 8.14,
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 any Termination Event that has not been cured;


 


(iii)            
the merger, consolidation, resignation or termination of the Servicer, a Special Servicer,
the Certificate Administrator or the Trustee;


 


(iv)            
the final payment to any Class of Certificateholders;


 


(v)             
any change in the location of the Upper-Tier Distribution Account or the Lower-Tier Distribution
Account; and


 


(vi)             
each report to Certificateholders described in Section 3.13 and Section 4.02.


 


(b)               
The 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 8.14 with respect to each
of the following of which it has actual knowledge:


 


(i)                
each of its annual statements as to compliance described in Section 3.14;


 


(ii)               
each of its annual independent public accountants’ servicing reports described in Section 3.16;


 


(iii)             
upon request, a copy of each rent roll and each operating and other financial statement and
occupancy reports, to the extent such information is required to be delivered under a Mortgage Loan, in each case to the extent
collected pursuant to Section 3.03;


 


(iv)              
a copy of any notice with respect to a breach of a representation or warranty with respect
to any Mortgage Loan;


 


(v)               
the repurchase of Mortgage Loans pursuant to Section 2.03(c);


 


(vi)              
any notice required in connection with the written consent of the Rating Agencies, as set
forth in Section 6.02 as to the merger or consolidation, transfer of assets and succession of either the Servicer
or the applicable Special Servicer, as applicable, in each case, such merger or consolidation subject to Rating Agencies Confirmation;


 


(vii)            
any notice to the Rating Agencies required in connection with the consent required to be
obtained by the Rating Agencies in connection with the assumption of a Mortgage Loan, as provided in Section 3.09;
any change in the lien priority of a Mortgage Loan;


 


(viii)           
any material damage to a Mortgaged Property;


 






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(ix)             
any amendment, modification, consent or waiver to or of any material provision of a Mortgage
Loan; 


 


(x)               
any material amendments to or termination of any Management Agreement; and


 


(xi)              
notice in connection with the release or substitution of any collateral in accordance with
the terms of this Agreement.


 


(c)                 The
Trustee, the Certificate Administrator, the Servicer and the applicable 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 8.14,
with respect to each Mortgage Loan such information as any Rating Agency shall reasonably request and which the Trustee, the
Certificate Administrator, the Servicer or applicable Special Servicer, can reasonably provide in accordance with applicable
law and without waiving any attorney-client privilege relating to such information or violating the terms of this Agreement
or any Mortgage Loan Documents. The Trustee, the Certificate Administrator, the Servicer and the applicable 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 11.06 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items or to the extent that such
Rating Agency requested the information via the Rating Agency Q&A Forum.


 


(d)                
Notices to each Rating Agency shall be addressed as follows:


 


 Standard & Poor’s Ratings Services

 55 Water Street, 41st Floor

 New York, New York 10041

 Attention: Commercial Mortgage Surveillance Manager

 Email: cmbs_info_17g5@standardandpoors.com


 


 Morningstar Credit Ratings,
LLC

 220 Gibraltar Road, Suite 200

 Horsham, Pennsylvania 19044

 Email: cmbsratings@morningstar.com


 


or in each case to such other address as either
Rating Agency shall specify by written notice to the parties hereto. In addition, with respect to any request for Rating Agency
Confirmation pursuant to any of the provisions of this Agreement, the party seeking such Rating Agency Confirmation shall deliver
a copy of such request to the Depositor.


 


Section
11.07     Amendment.



 


(a)               
This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders:


 


(i)               
to correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest
error in any provision of this Agreement;


 






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(ii)               
to cause the provisions in this Agreement to conform or be consistent with or in furtherance
of the statements made in the Offering Circular 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 Collection Account, the Distribution
Accounts, the Interest Reserve Account or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the
party requesting such amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate
Administrator) or (2) Rating Agency Confirmation from each Rating Agency;


 


(iv)             
to modify, eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of any of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, 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 of the Lower-Tier REMIC or
the Upper-Tier REMIC that would be a claim against the Trust Fund or any of the Lower-Tier REMIC or the Upper-Tier REMIC; 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;


 


(v)               
to modify, eliminate or add to the provisions of Article V or any other provision
hereof restricting transfer of the Class R Certificates; provided, that the Depositor has determined that such change
shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee, provided
that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)              
to make 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 not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency
Confirmation from each Rating Agency;


 


(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 Rating Agency Confirmation from each Rating
Agency; 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 Section 3.06(b) (with respect to reimbursement of
Nonrecoverable Advances and Workout-Delayed Reimbursement


 






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Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator,
the Trustee and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation;
and


 


(ix)                to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying
Agent, the 17g-5 Information Provider, the Servicer or a Special Servicer without such party’s consent; and provided, further,
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 for the rating on such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website.


 


Notwithstanding the foregoing, no such amendment
may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of the Mortgage Loan Seller.


 


(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 which are required to
be distributed on any Certificate without the consent of the Holder of such Certificate; or


 


(ii)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment without the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage
Loan Seller


 






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as a third party beneficiary hereunder, without the consent of the Mortgage Loan Seller; or


 


(v)              
amend Accepted Servicing Practices without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency.


 


(c)                
Notwithstanding the foregoing, none of the Certificate Administrator, the Trustee, the Paying
Agent, the Depositor, the Servicer nor the applicable 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 Servicer, such Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


(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 Certificate Administrator’s Website, and thereafter, the Certificate Administrator shall furnish
written notification of the substance of such amendment to each Certificateholder, the Depositor, the Servicer, the
applicable Special Servicer, the Borrowers, the Initial Purchasers and the Rating Agencies.


 


No amendment to this Agreement
may alter the definition of Accepted Servicing Practices in a manner that would materially adversely affect Certificateholders
without a Rating Agency Confirmation.


 


If neither the Depositor nor
any successor thereto, if any, is in existence, any amendment under this Section 11.07 shall be effective with the
consent of the Certificate Administrator and the Servicer, in writing, and to the extent required by this Section, the Certificateholders.
Promptly after the execution of any amendment, the Certificate Administrator shall furnish written notification of the substance
of such amendment to each Certificateholder.


 


It shall not be necessary for
the consent of Certificateholders under this Section 11.07 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholder shall be subject to such reasonable regulations as the Certificate
Administrator may prescribe; provided, however, that such method shall always be by affirmation and in writing.


 


Section
11.08     Confirmation
of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans),
collectively, by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement and the sale by
the Depositor of the Certificates be, and be treated for all purposes as, a sale by the Depositor of the undivided portion of
the beneficial interest in the Trust Fund represented by the


 






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Certificates. It is, further, not the intention of the parties that such
conveyance be deemed a pledge of the Trust Fund by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor. However, if, notwithstanding the intent of the
parties, the Trust Fund is held to continue to be property of the Depositor then (a) this Agreement shall also be deemed
to be a security agreement under applicable law; (b) the transfer of the Trust Fund provided for herein shall be deemed
to be a grant by the Depositor to the Trustee on behalf of Certificateholders of a first priority security interest in all of
the Depositor’s right, title and interest in and to the Trust Fund and all amounts payable to the holders of the
Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time
held or invested in the Collection Account, the Lower-Tier Distribution Account and the Upper-Tier Distribution Account
whether in the form of cash, instruments, securities or other property; (c) the possession by the Trustee (or the
Custodian on its behalf) of Notes and such other items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security
interest pursuant to Section 9-305 of the Minnesota and New York Uniform Commercial Code; and (d) notifications to
Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be
deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. Any assignment of the
interest of the Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest
created hereby. The Depositor shall, and upon the request of the Servicer, the Trustee shall, to the extent consistent with
this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this
Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates
are sold, pledged or assigned.


 


Section
11.09      Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130k or Article 4A
of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or
imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or Section 130k
shall not have any effect, and if said Section 126 and/or Section 130k should at any time be repealed or cease to apply
to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130 k shall
cease to have any further effect upon the provisions of this Agreement. In case of a conflict between the provisions of this Agreement
and any mandatory provisions of Article 4A of the New York Real Property Law, such mandatory provisions of said Article 4A
shall prevail, provided that if said Article 4A shall not apply to this Agreement, should at any time be repealed,
or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such
Article 4A shall cease to have any further effect upon the provisions of this Agreement.


 


Section
11.10     No
Intended Third Party Beneficiaries. No Person other than a party to this Agreement and any Certificateholder (and the Initial
Purchasers, with respect to their right to receive certain reports and other information as set forth in this Agreement) shall


 






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have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing,
the parties to this Agreement specifically state that no Borrower, property manager or other party to a Mortgage Loan is an intended
third party beneficiary of this Agreement.


 


Section
11.11     Cooperation
with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and understood that,
notwithstanding the assignment of the Mortgage Loan Documents, the Mortgage Loan Seller shall get the benefit of the provisions
of Section 9.2 of each Loan Agreement. Therefore, the Depositor and Trustee hereby agree to cooperate with the Mortgage Loan
Seller with respect to the benefits of such provisions of each Loan Agreement with respect to securitization indemnification, including,
without limitation, reassignment to the Mortgage Loan Sellers of such sections, but no other portion of the Mortgage Loan Documents,
to permit the Mortgage Loan Seller and its affiliates to enforce such provisions for their respective benefits.


 


Section
11.12     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 Servicer and the applicable Special Servicer may be required to obtain,
verify and record certain information relating to individuals and entities which maintain a business relationship with the
Servicer or such Special Servicer, as applicable.  Accordingly, each of the parties to this Agreement agrees to provide
to the Servicer and the applicable Special Servicer, upon its respective request from time to time such identifying
information and documentation as may be available for such party in order to enable the Servicer and such Special Servicer to
comply with Applicable Laws.


 


ARTICLE
XII



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
12.01     Intent
of the Parties; Reasonableness The parties hereto acknowledge and agree that the purpose of Article XII of this
Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the
related rules and regulations of the Commission. Except as expressly required by Sections 12.07, 12.08 and 12.09,
the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act
and the Sarbanes-Oxley Act. 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 reasonable requests made
by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB. In connection with the WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage Pass-Through
Certificates, Series 2015-WPG, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with
the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to
deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements,


 






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reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the
reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange
Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee, as applicable,
and any sub-servicer, or the servicing of the Whole Loans, reasonably believed by the Depositor or any Other Depositor, as applicable,
in good faith to be necessary in order to effect such compliance.


 


Section
12.02     Succession;
Sub-Servicers; Subcontractors. (a)  For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act (in addition to any requirements contained in Section 12.07 of this Agreement),
in connection with the succession to the Servicer or the applicable Special Servicer or any sub-servicer (to the extent such
sub-servicer is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB) under this
Agreement by any Person (i) into which the Servicer or applicable Special Servicer or such sub-servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Servicer or such Special Servicer or any such
sub-servicer, the Servicer or such Special Servicer, as applicable (depending on whether such succession involves it or one
of its sub-servicers), shall provide (other than in the case of a succession pursuant to an appointment under Section 7.01
or 7.02, in which case the successor Servicer or successor Special Servicer, as applicable, shall provide) to any
Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days prior to the
effective date of such succession or appointment as long as such disclosure prior to such effective date would not be
violative of any applicable law or confidentiality agreement (and as long as such notice is not given by a successor Servicer
or successor Special Servicer appointed under Section 7.01 or 7.02), and otherwise no later than one (1)
Business Day after such effective date of succession, (x) written notice to the Depositor and each such Other Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to each such
Other Depositor, all information relating to such successor Servicer reasonably requested by any such Other 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).


 


(b)                
For so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, each of the Servicer, the applicable Special Servicer, any sub-servicer and the Certificate Administrator (each
of the Servicer, the applicable Special Servicer and the Certificate Administrator and each sub-servicer, for purposes of this
Section 12.02(b) and Section 12.02(c), a “Servicing Party”) is permitted to utilize one or
more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide to
any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory
to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized
by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing
Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant
to comply with the provisions of Section 12.08 and Section 12.09 of this Agreement to the same


 






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extent as
if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case
of each sub-servicer set forth on Exhibit N, shall use commercially reasonable efforts to obtain from such sub-servicer)
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 12.08 and Section 12.09 of this Agreement, in each case,
as and when required to be delivered.


 


(c)                 For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the
foregoing, if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicing Party 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, and the engagement of such sub-servicer shall not be effective unless and until notice is given
to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan
is affected, of any such sub-servicer and sub-servicing agreement. No sub-servicing agreement (other than such agreements set
forth on Exhibit S hereto) shall be effective until five (5) Business Days after such written notice is received
by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice shall contain all information
reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting Party as to which the
applicable Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the
related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)                
For so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person
(i) into which the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed
as a successor to the Trustee or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify
the Depositor and each Other Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment
(or if such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time
required under Section 12.06 of this Agreement) and shall furnish pursuant to Section 12.06 of this Agreement
to each Other Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor,
all information reasonably necessary for each Other Exchange Act Reporting Party to accurately and timely report the event under
Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


Section
12.03     Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each sub-servicer set forth on Exhibit N, shall use commercially


 






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reasonable
efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each
Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the
Exchange Act. 


 


Section
12.04     Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event
later than noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as
set forth on Exhibit R to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party
and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting
purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information
required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing
Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in
EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed
upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of
the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit R to this
Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each
sub-servicer (or, in the case of each sub-servicer set forth on Exhibit N, shall use commercially reasonable
efforts to cause such sub-servicer) and Subcontractor of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit U to
this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit R to this Agreement of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-D Disclosure information. 


 


Section
12.05     Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
no later than March 1, commencing in March 2016, (i) the parties listed on Exhibit S to this Agreement shall be required
to provide (and with respect to any Servicing Function Participant of such party (other than any party to this Agreement), shall
cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer
or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available to such
party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such
Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit
S to this Agreement applicable to such party, and (ii) the parties listed on Exhibit S to this Agreement shall
include with such Additional Form 10-K Disclosure applicable to such party and shall cause each sub-servicer (or, in the case of
each sub-servicer set forth on Exhibit N, shall use commercially reasonable efforts to cause such sub-servicer) and Subcontractor
of such party to the extent required under Regulation AB to provide, and if received, include, an


 






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Additional Disclosure Notification
in the form attached as Exhibit U to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit S to this Agreement of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. 


 


Section
12.06     Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than
Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or
Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one Business
Day after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable
Event”) (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the
second Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit T to this
Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is
a sub-servicer set forth on Exhibit N, shall use commercially reasonable efforts to cause such Servicing Function
Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any
party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other
Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as
otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties,
any Form 8-K Disclosure Information described on Exhibit T to this Agreement as applicable to such party, if
applicable, and (ii) the parties listed on Exhibit T to this Agreement shall include with such Form 8-K
Disclosure Information applicable to such party and shall cause each sub-servicer (or, in the case of each sub-servicer set
forth on Exhibit N, shall use commercially reasonable efforts to cause such sub-servicer) and Subcontractor of such
party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached hereto as Exhibit U. The Certificate Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or
proactively solicit or procure from such parties any Form 8-K Disclosure Information.


 


Section
12.07     Annual
Compliance Statements. On or before March 15 of each year, commencing in 2016, each of the Servicer, the applicable Special
Servicer (regardless of whether such Special Servicer has commenced special servicing of any Whole Loan) and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, at its
own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a sub-servicer
set forth on Exhibit N with which it has entered into a servicing relationship with respect to a Whole Loan, shall
use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any
other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to furnish) (each such Servicing Function Participant and each of the Servicer, applicable Special Servicer and the
Certificate Administrator, a “Certifying Servicer”) to the Certificate Administrator and the 17g-5


 






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Information
Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s
Website, as applicable, pursuant to Section 8.13(b)), the Trustee, the Depositor and the Companion Loan Holders
(or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other
Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of
such Person’s activities during the preceding calendar year or portion thereof and of such Person’s performance
under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all
its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, 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. For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such
Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s
Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such
Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the applicable
Special Servicer, as applicable, has entered into a servicing relationship with respect to a Mortgage Loan or a Companion
Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or
primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying
Servicer that serviced a Mortgage Loan or a Companion Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all
Officer’s Certificates delivered pursuant to this Section 12.07 shall be made available to any Privileged
Person by the Certificate Administrator by posting such compliance report to the Certificate Administrator’s Website
pursuant to Section 8.13(b).


 


Section
12.08     Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 15 of each year, commencing in 2016,
the Servicer, the applicable Special Servicer (regardless of whether such Special Servicer has commenced special servicing of any
Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the
Certificate Administrator, each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing
Function Participant that is a sub-servicer set forth on Exhibit N with which it has entered into a servicing relationship
with respect to a Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish,
and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to furnish) (each Servicer, the applicable Special Servicer, the Certificate Administrator
and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator
and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information
Provider’s Website, as applicable, pursuant to Section 8.13(b)), the Trustee, the Depositor and the Companion
Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Relevant Servicing Criteria that contains
(A) a


 






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statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the 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 the end of and for the preceding calendar year, 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 that is a member of the American Institute of Certified Public
Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 12.08 shall
be provided to any Certificateholder, upon the written request therefor, by the Certificate Administrator.


 


Each such report shall be
addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable
company, and shall address each of the Relevant Servicing Criteria. For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other
Depositor may review each such report and, if applicable, consult with the Reporting Servicers as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria.


 


(b)                
On the Closing Date, the Servicer, the applicable Special Servicer and the Certificate Administrator
each acknowledge and agree that Exhibit M to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)                
No later than 30 days after the end of each fiscal year for the Trust, the Servicer, the applicable
Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
the Certificate Administrator shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice
will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer, the applicable Special Servicer and, for so long as any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act, the Certificate Administrator submit their assessments pursuant to Section 12.08(a)
of this Agreement, such parties, as applicable, will also at such time include the assessment (and related attestation pursuant
to Section 12.09) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January
1 through and including December 31 of each calendar year.


 


(d)                
In the event the Servicer, the applicable Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a sub-servicer set forth on Exhibit N, shall use commercially reasonable efforts to cause) any Servicing Function
Participant engaged by it to provide (and the Servicer, the applicable Special Servicer and the Certificate Administrator shall,
with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause
such


 






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Servicing Function Participant to provide) an annual assessment of compliance pursuant to this Section 12.08,
coupled with an attestation as required in Section 12.09 in respect of the period of time that the Servicer, the applicable
Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
the Certificate Administrator was subject to this Agreement or the period of time that the Servicing Function Participant was subject
to such other servicing agreement.


 


Section
12.09     Annual
Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in 2016, the
Servicer, the applicable Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator, each at its own expense, shall cause (and each such party,
(i) with respect to each Servicing Function Participant that is a sub-servicer set forth on Exhibit N with
which it has entered into a servicing relationship with respect to a Whole Loan, shall use commercially reasonable efforts to
cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) a
registered public accounting firm (which may also render other services to the Servicer, the applicable Special Servicer, the
Certificate Administrator 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 Certificate Administrator (who shall post it to
the Certificate Administrator’s Website pursuant to Section 8.13(b)), the Depositor, the Companion Loan
Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website pursuant to Section 8.13(b)), to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from
such Reporting Servicer of its compliance with the Relevant Servicing Criteria and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of
compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion
regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 accountant’s attestation report required hereunder 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. Copies of all statements delivered pursuant to this Section 12.09
shall be made available to any Privileged Person by the Certificate Administrator posting such statement on the Certificate
Administrator’s Website pursuant to Section 8.13(b).


 


For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the Servicer, the
applicable Special Servicer, the Certificate Administrator or any Servicing Function Participant, the Depositor and each Other
Depositor may review the report and, if applicable, consult with the Servicer, such Special Servicer or, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator as to the nature
of


 






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any defaults by the Servicer, such Special Servicer, the Certificate Administrator or any Servicing Function Participant with
which it has entered into a servicing relationship with respect to a Mortgage Loan or any Companion Loan, as the case may be, in
the fulfillment of any of the Servicer’s, such Special Servicer’s, the Certificate Administrator’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.


 


Section
12.10     Significant
Obligor. With respect to any Companion Loan that the applicable Other Depositor has notified the Servicer in writing
that the Mortgaged Property is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with
respect to an Other Securitization Trust that includes such Companion Loan, the Servicer shall, after receipt of updated net
operating income information for the Mortgaged Property, (x) promptly deliver the financial statements of such
“significant obligor” to the Other Depositor and Other Exchange Act Reporting Party of such Other Securitization
Trust and (y) update the following columns related to the “significant obligor” of the CREFC®
Loan Periodic Update File for (i) the next applicable Distribution Date if the Servicer receives such updated net
operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution
Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating
income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 –
“Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As
of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references and field
numbers may change from time to time.


 


If the 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 Mortgage Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other Securitization Trust
that includes a 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 them. The Servicer shall use efforts consistent with the Accepted Servicing
Practices (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 applicable Borrower under the Mortgage Loan Documents.


 


The 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 applicable Borrower 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 Trust, 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 Trust.
This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified
in the related Other Pooling and Servicing Agreement.


 


Section
12.11     Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Servicer and the applicable Special Servicer shall provide (and with respect to


 






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any other
Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide) to the Person who signs
the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying Person”) no
later than March 15 of the year following the year to which the Form 10-K of such Other Securitization Trust relates or, if March
15 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as
Exhibit W, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such
entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any
applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a
certification to the Certifying Person pursuant to this Section 12.11 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.


 


Section
12.12     Indemnification.
Each of the Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee shall indemnify and
hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other
Depositor 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 indemnified party arising out of (i) an actual breach by
the Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as the case may be, of its
obligations under this Article XII or (ii) negligence, bad faith or willful misconduct on the part of the
Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance of
such obligations.


 


The Servicer, the applicable
Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a
sub-servicer set forth on Exhibit N (and with respect to any Servicing Function Participant of such party that is a
sub-servicer set forth on Exhibit N, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to indemnify and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any
Other Depositor 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 indemnified party arising out of (i) a breach
of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation
reports pursuant to the applicable sub-servicing agreement or (ii) negligence, bad faith or willful misconduct its part in
the performance of such obligations or (iii) any failure by a Servicing Party (as defined in Section 12.02(b))
to identify a Servicing Function Participant pursuant to Section 12.02(c).


 


If the indemnification provided
for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor, any
Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the applicable
Special Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the
“Performing Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the
losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault
of the indemnified party on the one hand and the Performing Party on the other in connection with a


 






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breach of the Performing Party’s
obligations pursuant to this Article XII (or breach of its obligations under the applicable sub-servicing agreement
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the
Performing party’s negligence, bad faith or willful misconduct in connection therewith.


 


The Servicer, the applicable
Special Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a
sub-servicer set forth on Exhibit N (and with respect to any Servicing Function Participant of such party that is a
sub-servicer set forth on Exhibit N, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to agree to the foregoing indemnification and contribution obligations. This Section 12.11 shall survive the termination
of this Agreement or the earlier resignation or removal of the Servicer, the applicable Special Servicer or the Certificate Administrator.


 


Section
12.13     Amendments.
This Article XII may be amended by the parties hereto pursuant to Section 10.01 of this Agreement
for purposes of complying with Regulation AB, the Securities Act or the Exchange Act 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 Confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement.


 


Section
12.14     Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor or any
Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article XII; provided that such termination shall not
be effective until a successor Certificate Administrator shall have accepted the appointment.


 


Section
12.15     Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each sub-servicing
agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement (without compensation,
termination fee or the consent of any other Person) at any time following any failure of the applicable sub-servicer to any deliver
any Exchange Act reporting items that such sub-servicer is required to deliver under Regulation AB or as otherwise contemplated
by this Article XII and (ii) promptly notify the Depositor and any Other Depositor following any failure of the
applicable sub-servicer to deliver any Exchange Act reporting items that such sub-servicer is required to deliver under Regulation
AB or as otherwise contemplated by this Article XII. The Depositor and any Other Depositor is hereby authorized to
exercise the rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor
and any Other Depositor to terminate a sub-servicing agreement as aforesaid shall not limit any right the Servicer, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such sub-servicing agreement.


 


Section
12.16     Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a)  Any other provision of this
Article XII to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in
this Article XII, in connection with the requirements contained in this Article XII that provide for the


 






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delivery
of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of
any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such
items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or
Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30
days written notice (which shall only be required to be delivered once), setting forth the contact information for such
Person(s) and, except as regards the deliveries and cooperation contemplated by Section 12.07, Section 12.08
and Section 12.09 of this Agreement, stating that such Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise
specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is being
requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice to
such effect. Any reasonable cost and expense of the Servicer, the applicable Special Servicer, Trustee and Certificate
Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization
Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other
Securitization Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other
Securitization Trust as to whether applicable law requires the delivery of the items identified in this Article XII
to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of
the reports or other information required to be delivered under this Article XII in connection therewith and
(i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article XII
with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be
required to deliver such items; provided that no such confirmation will be required in connection with any delivery of
the items contemplated by Section 12.07, Section 12.08 and Section 12.09 of this
Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other
Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to
the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties
hereunder shall also have the right to require that such Other Depositor provide them with the contact details of such Other
Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to
such Other Securitization Trust.


 


(b)                
Each of the Servicer, the applicable Special Servicer, the Certificate Administrator and the
Trustee shall, upon reasonable prior written request given in accordance with the terms of Section 12.16(a) above,
and subject to a right of the Servicer, the applicable Special Servicer, the Certificate Administrator or Trustee, as the case
may be, to review and approve such disclosure materials, permit the Companion Loan Holders to use such party’s description
contained in the Offering Circular (updated as appropriate by the Servicer, the applicable Special Servicer, Certificate Administrator
or Trustee, as applicable, at the reasonable cost of the Other Depositor) for inclusion in the disclosure materials relating to
any securitization of a Companion Loan.


 


(c)                
The Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee,
upon reasonable prior written request given in accordance with


 






    	-254-



    	 



    

 


the terms of Section 12.16(a) above, shall each timely
provide (to the extent the reasonable cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor
and any underwriters with respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel,
certifications and/or indemnification agreement(s) with respect to the updated description referred in Section 12.16(b)
with respect to such party, substantially identical to those, if any, delivered by the Servicer, such Special Servicer, the Trustee
or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate
by the Servicer, such Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the
case may be, and sufficient to comply with Regulation AB). None of the Servicer, the Special Servicers, the Trustee or the Certificate
Administrator shall be obligated to deliver any such item with respect to the securitization of a Companion Loan if it did not
deliver a corresponding item with respect to this Trust.


 






    	-255-



    	 



    

 


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


	 	 	 	 
	 	
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
    

CORP., as Depositor

	 	 	 
	 	By:	/s/
    Dwayne McNicholas
	 	 	Name:	Dwayne
    McNicholas
	 	 	Title:	Vice President








	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as Servicer

	 	 	 	 
	 	By:	/s/
    Diane Haislip
	 	 	Name:	Diane
    Haislip
	 	 	Title:	Senior Vice President



	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as Pearlridge Special Servicer

	 	 	 	 
	 	By:	/s/
    Diane Haislip
	 	 	Name:	Diane
    Haislip
	 	 	Title:	Senior Vice President





 






    	 



    	 



    

   


	 	 	 	 
	 	PACIFIC LIFE INSURANCE CORPORATION, as Scottsdale Special Servicer

	 	 	 	 
	 	By:	/s/
    L. Lisa Fields
	 	 	Name:	L. Lisa Fields
	 	 	Title:	Assistant Vice President





	 	 	 	 
	 	By:	/s/
    DeAnne A. Reed 
	 	 	Name:	DeAnne A. Reed
	 	 	Title:	Assistant Secretary



	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator, Custodian, Certificate Registrar and Authenticating Agent

	 	 	 	 
	 	By:	/s/
    Amy Mofsenson
	 	 	Name:	Amy Mofsenson
	 	 	Title:	Vice President



	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

	 	 	 	 
	 	By:	/s/
    Amy Mofsenson
	 	 	Name:	Amy Mofsenson
	 	 	Title:	Vice President






 






    	 



    	 



    

 





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



  


On
this 14th day of July 2015, before me, the undersigned, a Notary Public in and for the State of New York,
duly commissioned and sworn, personally appeared Dwayne McNicholas, to me known who, by me duly sworn, did depose and
acknowledge before me and say that he/she is a Vice President of J.P. Morgan Chase Commercial Mortgage Securities
Corp., a Delaware corporation, the corporation described in and that executed the foregoing instrument; and that he/she
signed his/her name thereto under authority of the board of directors of said corporation and on behalf of such company.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 


	 	/s/ Michael A. Cuomo
	 	Print Name:
	 	NOTARY PUBLIC









 


My Commission expires:


 





	[NOTARIAL SEAL] 	MICHAEL
    A. CUOMO
	 	Notary
    Public, State of New York
	 	Qualified
    in New York County
	 	No.02CU6268078
	 	My
    Commission Expires August 27, 2016


 


JPM
2015-WPC – Pooling and Servicing Agreement


 






    	 



    	 



    




 





	STATE OF  Kansas	)	 
	 	)	ss.:
	COUNTY Johnson	)	 








 


On this 15 day of
July 2015, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn,
personally appeared Diane Haislip, to me known who, by me duly sworn, did depose and acknowledge before me and say that
he/she is a Senior Vice President of KeyBank National Association, a national banking association, the national banking association
described in and that executed the foregoing instrument; and that he/she signed his/her name thereto under authority of the
board of directors of said national banking association and on behalf of such national banking association.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Jane Burton
	 	Print Name:
	 	NOTARY PUBLIC


 





	Jane
    Burton	 
	NOTARY
    PUBLIC	 
	STATE
    OF KANSAS	 
	My
    Commission Expires	 
	03/08/2016	 


  


My Commission expires:



[NOTARIAL SEAL]


 

JPM
2015-WPG – Pooling and Servicing Agreement

 






    	 



    	 



    

 


ACKNOWLEDGMENT







	 
	A
    notary public or other officer completing this certificate verifies only the identity of the individual(s) who signed the document
    to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


	STATE OF CALIFORNIA	)	 
	 	)	ss. at Newport Beach
	COUNTY OF ORANGE	)	 


 


On
July 14, 2015, before me, Suzanne Kathleen Potter, Notary Public, personally appeared L. Lisa Fields and DeAnne Reed,who proved
to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged
to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the person, or
the entity upon behalf of which the persons acted, executed the instrument.


I certify
under PENALTY OF PERJURY under the laws of the State of California, that the foregoing paragraph is true and
correct.


WITNESS
my hand and official seal.





	 	 	 
	 	/s/ Suzanne Kathleen Potter
	 	Name:
	 	Notary Public in and for said State
	 	 
	 	My Commission Expires:	SUZANNE KATHLEEN POTTER
	 		Commission # 2078890
	 	[NOTARY
SEAL]	Notary Public - California
	 	 	Orange County
	 	 	My Comm. Expires Aug 21,
    2018
	 	 	 





 



    	 



    	 



    

  








	STATE OF 	)	 
	 	)	ss.:
	COUNTY 	)	 








 


On
this 16th day of July 2015, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge
before me and say that he/she is a Vice President of Wells Fargo Bank,
National Association, a national banking association, the national banking association described in and that executed the
foregoing instrument; and that he/she signed his/her name thereto under authority of the board of directors of said national
banking association and on behalf of such national banking association. 


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Janet M. Jolley
	 	Print Name:
	 	NOTARY PUBLIC


  


 My Commission expires:


 








	[NOTARIAL SEAL]	JANET M. JOLLEY
	 	Notary Public, State of New York
	 	No. 01JO6121000
	 	Qualified in Kings County
	 	Commission Expires Jan. 3,
    2017


  

JPM
2015-WPG – Pooling and Servicing Agreement

 






    	 



    	 



    

 



EXHIBIT
A-1


 


EXHIBIT
A-1


 


FORM OF CLASS A CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 


 






 

1 For Book-Entry Certificates
only.



 






    	A-1-1



    	 



    

 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
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 (THE “CODE”).




 


 






 

2 For Regulation S Book-Entry Certificates only.



 






    	A-1-2



    	 



    

 

wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS A



[RULE 144A]3 [REGULATION S]4 [BOOK-ENTRY]5 [DEFINITIVE]6 CERTIFICATE


 


Pass-Through Rate: 3.6332%


 


	First Distribution Date: August
    7, 2015	 	 
	 	 	 
	Aggregate Initial 

    Certificate Principal Amount of the

    Class A Certificates:

    $30,600,000	 	Rated Final

    Distribution Date: June 2035
	 	 	 
	CUSIP:

        92939VAA23


        U46030AA74

        92939VAB07

         
	 	ISIN: 

    US92939VAA263

    USU46030AA734

    US92939VAB097
	Common Code:

    

    1249124823

    1249118344

     	 	Initial Certificate Principal Amount of
    this Certificate:

    $[   ]
	No.: A-[   ]	 	 


 


This certifies that [   ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect to each
of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in trust
by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. The

 


 






 

3 For Rule 144A Book-Entry
Certificates only.


 


4 For Regulation S Book-Entry
Certificates only.


 


5 For Book-Entry Certificates
only.


 


6 For Definitive Certificates
only.


 


7 For IAI Certificates only.


 

 






    	A-1-3



    	 



    

 


Certificates
consist of the following classes: Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3
and Class R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest
Accrual Period (as defined below), interest on the Class A Certificates will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall
be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date
by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided


 






    	A-1-4



    	 



    

 


that
such Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee
or its agent (which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders
of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in
accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of
the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after
the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain
held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts
transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Trustee.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and
Servicing Agreement together with an instrument of assignment or transfer (executed by the Holder or his duly authorized attorney),
subject to the requirements in Article V


 






    	A-1-5



    	 



    

 


of
the Pooling and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements
of Article V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and duly authenticate in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate
Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the Certificate Registrar in accordance
with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee without the consent of any Certificateholder:


 


(i)        to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)      to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim
against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC; provided that the Trustee and the Certificate
Administrator have received an


 






    	A-1-6



    	 



    

 


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;


 


(v)        to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)      to
make 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
not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency Confirmation from each Rating
Agency;


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating Agency;
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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying Agent,
the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided, further,
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


 






    	A-1-7



    	 



    

 


Agency
for the rating on such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee 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 which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


 



Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate Administrator, the Paying Agent or any other specified person in accordance with such


 






    	A-1-8



    	 



    

 


amendment
will not result in the imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC, or
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created
by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken
by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-1-9



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015



	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 






    	A-1-10



    	 



    

  


Schedule A


 


	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	

         
	 	
         
	 	
         

	
         
	 	
         
	 	
         
	 	
         



 






    	A-1-11



    	 



    



 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 









    	A-1-12



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 



Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-1-13



    	 



    

 


EXHIBIT A-2


 


EXHIBIT
A-2


 


FORM OF CLASS X CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 





 



 


1
For Book-Entry Certificates only.


 






    	A-2-1



    	 



    

 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


THIS CERTIFICATE IS NOT ENTITLED TO
PAYMENTS OF PRINCIPAL. 


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
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.


 





 



 

2
For Regulation S Book-Entry Certificates only.



 






    	A-2-2



    	 



    

 


wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS X



[RULE 144A]3 [REGULATION S]4 [BOOK-ENTRY]5 [DEFINITIVE]6 CERTIFICATE


 


Pass-Through Rate: As set forth in Pooling and Servicing Agreement.


 


	First Distribution Date: August 7, 2015	 	 
	 	 	 
	Aggregate
        Initial

        Notional Amount of the

        Class X Certificates:

        $97,000,000

         
	 	Rated Final

    Distribution Date: June 2035
	CUSIP:

    92939VAC83

    U46030AB54

    92939VAD67	 	ISIN:

    US92939VAC813

    USU46030AB564

    US92939VAD647
	 	 	 
	Common Code:

    

    1249118003

    1249124584	 	Initial Notional Amount of this Certificate:

    $[   ]
	 

                                No.: X-[   ]
	 	 



 


This certifies that [   ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect to each
of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in trust
by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms,


 


 



 




3
For Rule 144A Book-Entry Certificates only.


 


4
For Regulation S Book-Entry Certificates only.


 


5
For Book-Entry Certificates only.


 


6
For Definitive Certificates only.


 


7 For IAI Certificates only.


 






    	A-2-3



    	 



    

 


provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. The Certificates consist of
the following classes: Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3 and Class
R (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest
Accrual Period (as defined below), interest on the Class X Certificates will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall
be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date
by check


 






    	A-2-4



    	 



    

 


mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such
Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent
(which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in
accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of
the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after
the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain
held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts
transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Trustee.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and
Servicing Agreement together with an instrument of assignment or transfer


 






    	A-2-5



    	 



    

 


(executed by the Holder or his duly authorized attorney),
subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of
this Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee without the consent of any Certificateholder:


 


(i)        to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)      to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim
against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC;


 






    	A-2-6



    	 



    

 


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;


 


(v)        to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)      to
make 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
not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency Confirmation from each Rating
Agency;


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating Agency;
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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator, the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying Agent,
the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided, further,
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


 






    	A-2-7



    	 



    

 


Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
for the rating on such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee 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 which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate; or


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Loan Seller as a third party beneficiary under the
Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)        amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


 


Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate


 






    	A-2-8



    	 



    

 


Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created
by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken
by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-2-9



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 


 


Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 






    	A-2-10



    	 



    

 



Schedule A


 

	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	

         
	 	
         
	 	
         

	
         
	 	
         
	 	
         
	 	
         




 






    	A-2-11



    	 



    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-2-12



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-2-13



    	 



    

 




EXHIBIT A-3


 


EXHIBIT
A-3


 


FORM OF CLASS B CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 


 



 


1
For Book-Entry Certificates only.


 



    	A-3-1



    	 



    

  


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, 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 (THE “CODE”).


 


 



 


2 For Regulation S Book-Entry Certificates only.


 






    	A-3-2



    	 



    

  


wp glimcher
mall TRUST 2015-Wpg

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS B



[RULE 144A]3 [REGULATION S]4 [BOOK-ENTRY]5 [DEFINITIVE]6 CERTIFICATE


 


Pass-Through Rate: 3.6332% 


	First Distribution Date:  August 7, 2015		
	 	 	 
	Aggregate
Initial Certificate
 Principal Amount of the
 Class B
Certificates:
 $32,100,000
	 	Rated Final

Distribution Date: June 2035
	 	 	 
	CUSIP: 
 92939VAE43

U46030AC34
 92939VAF17
	 	ISIN:  
 US92939VAE483

USU46030AC304
 US92939VAF137

	 	 	 
	Common Code:
 
 1249118183

1249117884
	 	 Initial Certificate Principal
Amount of this Certificate:
 $[  ]

		 	 
	No.:  B-[  ]	 	 




This certifies that [ ] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class B Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect to each of
two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in trust by
the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the
Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. The 


 


 



3
For Rule 144A Book-Entry Certificates only.


4
For Regulation S Book-Entry Certificates only.


5
For Book-Entry Certificates only.


6
For Definitive Certificates only.


7
For IAI Certificates only. 


 






    	A-3-3



    	 



    

  


Certificates consist of the following
classes: Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3 and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the Distribution Date 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 Certificates of the Class represented
hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution Date”
shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date” shall
mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or, if
such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest Accrual
Period (as defined below), interest on the Class B Certificates will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall be made on
each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date by check
mailed by first class mail to the address set forth therefor in the Certificate Register or, provided


 






    	A-3-4



    	 



    

 


 


that such Certificateholder
shall have 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
located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made
in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent (which may
be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in accordance
with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of the appropriate
non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination
Date has been given pursuant to Section 9.01 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
Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice
any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses
of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain held. If within two
years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue or be payable
to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts transferred
to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment of such
funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and Servicing
Agreement together with an instrument of assignment or transfer (executed by the Holder or his duly authorized attorney), subject
to the requirements in Article V





 






    	A-3-5



    	 



    

 





of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of this
Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
without the consent of any Certificateholder:


 


(i)         
to correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or
to correct any manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)              to cause the provisions of the Pooling and Servicing Agreement to conform or be consistent
with or in furtherance of the statements made in the Offering Circular with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


 


(iii)             to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts, the Interest Reserve Account or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting
such amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or
(2) Rating Agency Confirmation from each Rating Agency; 


 


(iv)           
to modify, eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or
the Upper-Tier REMIC that would be a claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC; provided
that the Trustee and the Certificate Administrator have received an


 






    	A-3-6



    	 



    

  


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;


 


(v)           
to modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided,
that the Depositor has determined that such change shall not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-permitted transferee, provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)         
to make 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 not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt
of Rating Agency Confirmation from each Rating Agency;


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent
necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating
Agency Confirmation from such Rating Agency; 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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the
Certificate Administrator, Trustee and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC
or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency
Confirmation; 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 modification does not materially increase the obligations of the Trustee, the
Certificate Administrator, the Paying Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such
party’s consent; and provided, further, 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


 






    	A-3-7



    	 



    

 





Agency for the rating on such Certificates; and provided, further, that the Certificate Administrator
shall give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the
Trustee 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 which are required to
be distributed on any Certificate without the consent of the Holder of such Certificate; or


 


                                                                   
(ii)                
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment without the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller;
or


 


                                                                   
(v)               
amend Accepted Servicing Practices without the consent of 100% of the Certificateholders or
receipt of Rating Agency Confirmation from each Rating Agency.


 


Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate Administrator, the Paying Agent or any other specified person in accordance with such


 






    	A-3-8



    	 



    

 


 amendment will not result
in the imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created by the
Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken by
the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-3-9



    	 



    

 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015 


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 








Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015 


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 






    	A-3-10



    	 



    

  


Schedule A


 





	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	
        
	 	

         
	 	

         
	 	

         

	

         
	 	

                 
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

	 		 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         



 






    	A-3-11



    	 



    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



  






    	A-3-12



    	 



    

  


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-3-13



    	 



    

  


EXHIBIT A-4


 


EXHIBIT
A-4


 


FORM OF CLASS C CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.





 







1
For Book-Entry Certificates only.


 








    	A-4-1



    	 



    

 





[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE
IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES, 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 (THE “CODE”).


 


 



 





2
For Regulation S Book-Entry Certificates only.




 


 






    	A-4-2



    	 



    

  


wp glimcher
mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS C



[RULE 144A]3 [REGULATION S]4 [BOOK-ENTRY]5 [DEFINITIVE]6 CERTIFICATE


 


Pass-Through Rate: As set forth in Pooling and Servicing Agreement. 


 


	First Distribution Date:  August 7, 2015	 	 
	 	 	 
	Aggregate Initial Certificate

Principal Amount of the

Class C Certificates:

$34,300,000	 	Rated Final

Distribution Date:  June 2035
	 	 	 
	CUSIP: 

92939VAG93

U46030AD14

92939VAH77	 	ISIN:  

    

    US92939VAG953

    USU46030AD134

    US92939VAH787
	 	 	 
	Common Code:



1249124233

1249117964	 	Initial Certificate Principal Amount of this Certificate:

$[  ]
	 	 	 
	No.:  C-[  ]	 	 


 


This certifies that [ ] is the
registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class C Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect to each of two
(2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in trust by the
Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms,


 





 









3
For Rule 144A Book-Entry Certificates only.


4
For Regulation S Book-Entry Certificates only.


5
For Book-Entry Certificates only.


6
For Definitive Certificates only.


7
For IAI Certificates only.







 






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provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. The Certificates consist of the following
classes: Class A, Class X, Class B, Class C, Class, PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3, Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the Distribution Date 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 Certificates of the Class represented
hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution Date”
shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date” shall
mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or, if
such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest Accrual
Period (as defined below), interest on the Class C Certificates will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall be made on
each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date by check


 






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mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder
shall have 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
located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made
in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent (which may
be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in accordance
with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of the appropriate
non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination
Date has been given pursuant to Section 9.01 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
Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice
any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses
of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain held. If within two
years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue or be payable
to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts transferred
to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment of such
funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and Servicing
Agreement together with an instrument of assignment or transfer


 






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(executed by the Holder or his duly authorized attorney), subject
to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of this
Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
without the consent of any Certificateholder:


 


                                                                     
(i)               
to correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or
to correct any manifest error in any provision of the Pooling and Servicing Agreement;


 


                                                                   
(ii)               
to cause the provisions of the Pooling and Servicing Agreement to conform or be consistent
with or in furtherance of the statements made in the Offering Circular with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


 


                                                                  
(iii)               
to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts, the Interest Reserve Account or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting
such amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or
(2) Rating Agency Confirmation from each Rating Agency;


 


                                                                 
(iv)               
to modify, eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC
or the Upper-Tier REMIC that would be a claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC;


 






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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;


 


                                                                   
(v)               
to modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided,
that the Depositor has determined that such change shall not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-permitted transferee, provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


                                                                 
(vi)               
to make 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 not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt
of Rating Agency Confirmation from each Rating Agency;


 


                                                                
(vii)               
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent
necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating
Agency Confirmation from such Rating Agency; 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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the
Certificate Administrator and the Trustee and, for so long as a Control Event has not occurred and is not continuing, the related
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 the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating
Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the
Certificate Administrator, the Paying Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such
party’s consent; and provided, further, 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


 






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Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency for the rating on such Certificates; and provided, further, that the Certificate Administrator
shall give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the
Trustee 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 which are required to
be distributed on any Certificate without the consent of the Holder of such Certificate; or


 


                                                                   
(ii)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment without the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller;
or


 


                                                                   
(v)              
 amend Accepted Servicing Practices without the consent of 100% of the Certificateholders or
receipt of Rating Agency Confirmation from each Rating Agency.


 


Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate


 






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Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created by the
Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken by
the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






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IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015 


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 





Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015 





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 






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Schedule A


 





	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	
        
	 	

         
	 	

         
	 	

         

	

         
	 	

                 
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

	 		 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         



 


 






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ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 






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DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






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EXHIBIT
A-5


 


EXHIBIT
A-5


 


FORM OF CLASS R CERTIFICATES


 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION
OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES.


 


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) 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.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED
THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.02 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 CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR


 






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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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL
INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), 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.


 






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wp glimcher
mall TRUST 2015-wpg

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS R






 


Percentage Interest: 100%


 


CUSIP: 92939VAJ3

ISIN: US92939VAJ35



No.: R-[ ]


 


This certifies that [_________]
is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class R Certificateholder
is not entitled to interest or principal distributions. The Class R Certificateholders will be entitled to receive the proceeds
of the remaining assets of the Upper-Tier REMIC and the Lower-Tier REMIC, if any, on the final Distribution Date for the Certificates,
after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in reduction of principal
balance have reduced the principal balances of the Certificates (other than the Class X Certificates) to zero. It is not anticipated
that there will be any assets remaining in the Upper-Tier REMIC or the Lower-Tier REMIC on the final Distribution Date following
the distributions on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of the only note
with respect to each of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real
estate held in trust by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be
serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
The Certificates consist of the following classes: Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class
SQ-2, Class SQ-3 and Class R Certificates (the “Certificates”; the Holders of Certificates issued under the
Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate Administrator.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall control.


 


This Certificate represents the
“residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Code.


 






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The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall be made on
each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date by check
mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder
shall have 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
located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made
in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent (which may
be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed on
the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in accordance
with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of the appropriate
non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice of the Termination
Date has been given pursuant to Section 9.01 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
Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice
any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses
of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain held. If within two
years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue or be payable
to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts transferred
to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment of such
funds shall be for the benefit of the Certificate Administrator.


 






    	A-5-4



    	 



    

  


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does not purport
to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee.


 


As provided in the Pooling and
Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only
upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and Servicing
Agreement together with an instrument of assignment or transfer (executed by the Holder or his duly authorized attorney), subject
to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of this
Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation of
this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
without the consent of any Certificateholder:


 


                                                                     
(i)               
to correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or
to correct any manifest error in any provision of the Pooling and Servicing Agreement;


 


                                                                   
(ii)               
to cause the provisions of the Pooling and Servicing Agreement to conform or be consistent
with or in furtherance of the statements made in the Offering Circular with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


 


                                                                  
(iii)               
to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts, the Interest Reserve Account or any REO Account, provided that (a) the Servicer Remittance Date shall in no event be
later


 






    	A-5-5



    	 



    

  


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 by (1) an Opinion of Counsel (at the expense of the party requesting
such amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or
(2) Rating Agency Confirmation from each Rating Agency;


 


                                                                 
(iv)               
to modify, eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or
the Upper-Tier REMIC that would be a claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC; 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;


 


                                                                   
(v)               
to modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided,
that the Depositor has determined that such change shall not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-permitted transferee, provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


                                                                 
(vi)               
to make 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 not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt
of Rating Agency Confirmation from each Rating Agency;


 


                                                                
(vii)               
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent
necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating
Agency Confirmation from such Rating Agency; 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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the
Certificate Administrator and the Trustee and, for so long as a Control Event has not occurred and is not continuing, the related
Directing Certificateholder,


 






    	A-5-6



    	 



    

  


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 the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating
Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the
Certificate Administrator, the Paying Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such
party’s consent; and provided, further, 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 for the rating on such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing Agreement
may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the
Trustee 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 which are required to
be distributed on any Certificate without the consent of the Holder of such Certificate; or


 


                                                                   
(ii)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment without the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the


 



    	A-5-7



    	 



    




 


Mortgage
Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary under the Pooling
and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


                                                                   
(v)            amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


 


Notwithstanding
the foregoing, none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the
Special Servicer will be required to consent to any amendment of 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 Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Paying Agent 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, the Lower-Tier
REMIC or the Upper-Tier REMIC, or cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC.


 


The
obligations created by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action
required to be taken by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination
Date. 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 United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-5-8



    	 



    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015  


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 





Certificate of
Authentication


 


This
is one of the Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015 





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate
Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 






    	A-5-9



    	 



    

  


Schedule A


 





	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	
        
	 	

         
	 	

         
	 	

         

	

         
	 	

                 
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

	 		 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         

	

         
	 	

         
	 	

         
	 	

         






 






    	A-5-10



    	 



    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 






    	A-5-11



    	 



    




 



DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    	A-5-12



    	 



    

 


EXHIBIT
A-6
 

EXHIBIT
A-6


 


FORM OF CLASS PR-1 CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 





 



 


1 For
Book-Entry Certificates only.


 



    	A-6-1



    	 



    




 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
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 (THE “CODE”).


 


 



 


2 For Regulation S Book-Entry
Certificates only.


 






    	A-6-2



    	 



    

 





wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS PR-1



[RULE 144A]3 [REGULATION S]4
[BOOK-ENTRY]5 [DEFINITIVE]6
CERTIFICATE


 


Pass-Through Rate: As set forth in Pooling and Servicing Agreement.


 


	First Distribution Date: August 7, 2015	 	 
	 	 	 
	Aggregate Initial Certificate

Principal Amount of the

Class PR-1 Certificates:

$27,800,000	 	Rated Final

Distribution Date: June 2035
	 	 	 
	CUSIP: 

92939VAL83

U46030AF64

92939VAM67	 	ISIN: 

US92939VAL803

USU46030AF604

US92939VAM637
	 	 	 
	Common Code:



1249117703

1249117454	 	Initial Certificate Principal Amount of this Certificate:

$[   ]
	 	 	 
	No.: C-[   ]	 	 


 


This certifies that [  ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class PR-1 Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect to
each of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in trust
by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.



 


 



 





3
For Rule 144A Book-Entry Certificates only.


 


4
For Regulation S Book-Entry Certificates only.


 


5
For Book-Entry Certificates only.


 


6
For Definitive Certificates only.


 


7
For IAI Certificates only.


 



    	A-6-3



    	 



    

 


The Certificates consist of
the following classes: Class A, Class X, Class B, Class C, Class, PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3, Class R
Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest
Accrual Period (as defined below), interest on the Class PR-1 Certificates will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall
be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date
by check


 



    	A-6-4



    	 



    




 


mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such
Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent
(which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in
accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of
the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after
the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain
held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts
transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Trustee.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and
Servicing Agreement together with an instrument of assignment or transfer


 



    	A-6-5



    	 



    




 


(executed by the Holder or his duly authorized attorney),
subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of
this Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee without the consent of any Certificateholder:


 








(i)            to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim
against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC; 


 



    	A-6-6



    	 



    




 


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;


 


(v)           to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to
make 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
not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency Confirmation from each Rating
Agency;


 


(vii)         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating Agency;
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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator and the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying
Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided,
further, 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


 



    	A-6-7



    	 



    




 


Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
for the rating on such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website.


  


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee 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 which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate; or


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)           amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


  


Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate


 



    	A-6-8



    	 



    




 


Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created
by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken
by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-6-9



    	 



    







 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 


Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 



    	A-6-10



    	 



    





 


Schedule A


 


	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	

         
	 	
         
	 	
         

	
         
	 	
         
	 	
         
	 	
         



 



    	A-6-11



    	 



    




 







ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-6-12



    	 



    
 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-6-13



    	 



    

 






EXHIBIT A-7


 





EXHIBIT
A-7


 


FORM OF CLASS PR-2 CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 


 






 





1
For Book-Entry Certificates only.


 



    	A-7-1



    	 



    









 


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)(1) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (2)
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 HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT


 


 



 





2 For Regulation S Book-Entry
Certificates only.







 



    	A-7-2



    	 



    




 


CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 



    	A-7-3



    	 



    




 



wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS PR-2



[RULE 144A]3 [REGULATION S]4
[BOOK-ENTRY]5 [DEFINITIVE]6
CERTIFICATE


 


Pass-Through Rate: As set forth in Pooling and Servicing Agreement.


 


	First Distribution Date: August 7, 2015	 	 
	 	 	 
	Aggregate Initial Certificate

Principal Amount of the

Class PR-2 Certificates:

$18,200,000	 	Rated Final

Distribution Date: June 2035
	 	 	 
	CUSIP: 

92939VAN43

U46030AG44

92939VAP97	 	ISIN: 

US92939VAN473

USU46030AG444

US92939VAP947
	 	 	 
	Common Code:



1249123693

1249117534	 	Initial Certificate Principal Amount of this Certificate:

$[   ]
	 	 	 
	No.: PR-2-[   ]	 	 


 


This certifies that Cede
& Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class PR-2 Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect
to each of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement


 





 






 





3 For Rule 144A Book-Entry
Certificates only.


 


4 For Regulation S
Book-Entry Certificates only.


 


5 For Book-Entry Certificates
only.


 


6 For Definitive Certificates
only.


 


7 For IAI Certificates
only.


  



    	A-7-4



    	 



    




 


and is bound thereby. The Certificates consist
of the following classes: Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3 and Class
R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest
Accrual Period (as defined below), interest on the Class PR-2 Certificates will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall
be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date
by check


 



    	A-7-5



    	 



    




 


mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such
Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent
(which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in
accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of
the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after
the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain
held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts
transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Trustee.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and
Servicing Agreement together with an instrument of assignment or transfer


 



    	A-7-6



    	 



    




 


(executed by the Holder or his duly authorized attorney),
subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of
this Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee without the consent of any Certificateholder:


 





(i)            to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim
against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC;


 



    	A-7-7



    	 



    




 


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;


 


(v)           to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)   
      to make 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 not consenting thereto as evidenced by (x) an Opinion of Counsel
or (y) receipt of Rating Agency Confirmation from each Rating Agency;


 


(vii)     
   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to
maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency
Confirmation from such Rating Agency; 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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator and the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying Agent,
the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided, further,
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


 



    	A-7-8



    	 



    




 


Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
for the rating on such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website.


  


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee 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 which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate; or


 


(ii)   
       reduce the aforesaid percentage of Certificates of any Class the Holders of which are
required to consent to any such amendment without the consent of the Holders of all Certificates of such Class then
outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)           amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


 







Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate


 



    	A-7-9



    	 



    




 


Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created
by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken
by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-7-10



    	 



    









 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015



	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 






    	A-7-11



    	 



    

  


Schedule A


 


	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	

         
	 	
         
	 	
         

	
         
	 	
         
	 	
         
	 	
         



 



    	A-7-12



    	 



    




 




ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-7-13



    	 



    
 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-7-14



    	 



    




 








EXHIBIT
A-8


 


EXHIBIT
A-8


 


FORM OF CLASS SQ-1 CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 


 






 





1 For Book-Entry Certificates only.


 








    	A-8-1



    	 



    




 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
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 (THE “CODE”).


 


 






 





2 For Regulation S Book-Entry Certificates only.


 



    	A-8-2



    	 



    







 


wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS SQ-1



[RULE 144A]3 [REGULATION S]4 [BOOK-ENTRY]5
[DEFINITIVE]6 CERTIFICATE


 


Pass-Through Rate: As set forth in Pooling and Servicing Agreement.


 


	First Distribution Date: August 7, 2015	 	 
	 	 	 
	Aggregate Initial Certificate

    Principal Amount of the

    Class SQ-1 Certificates:

    $15,900,000	 	Rated Final

    Distribution Date: June 2035
	 	 	 
	CUSIP: 

    92939VAQ73

    U46030AH24

    92939VAR57	 	ISIN: 

    US92939VAQ773

    USU46030AH274

    US92939VAR507
	 	 	 
	Common Code:

    

    1249117293

    1249123344	 	Initial Certificate Principal Amount of this Certificate:

    $[   ]
	 	 	 
	No.: SQ-1-[   ]	 	 


 


This certifies that [   ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class SQ-1 Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect to
each of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in trust
by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


 






 


3 For Rule 144A Book-Entry Certificates only.


 


4 For Regulation S Book-Entry Certificates only.


 


5 For Book-Entry Certificates only.


 


6 For Definitive Certificates only.


 


7 For IAI Certificates only.


 






    	A-8-3



    	 



    

 


The Certificates consist of
the following classes: Class A, Class X, Class B, Class C, Class, PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3, Class R
Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest
Accrual Period (as defined below), interest on the Class SQ-1 Certificates will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall
be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date
by check


 



    	A-8-4



    	 



    




 


mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such
Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent
(which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in
accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of
the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after
the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain
held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts
transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Trustee.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and
Servicing Agreement together with an instrument of assignment or transfer


 



    	A-8-5



    	 



    




 


(executed by the Holder or his duly authorized attorney),
subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of
this Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee without the consent of any Certificateholder:


 





(i)            to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim
against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC;


 



    	A-8-6



    	 



    




 


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;


 


(v)           to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to
make 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
not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency Confirmation from each Rating
Agency;


 


(vii)         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating Agency;
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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator and the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying
Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided,
further, 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


 



    	A-8-7



    	 



    




 


Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
for the rating on such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee 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 which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate; or


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)           amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


 


Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate


 



    	A-8-8



    	 



    




 


Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created
by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken
by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-8-9



    	 



    






 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015



	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015

	 	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, not in its individual capacity but solely as the Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 






    	A-8-10



    	 



    

  


Schedule A


 


	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	

         
	 	
         
	 	
         

	
         
	 	
         
	 	
         
	 	
         



 



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ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-8-12



    	 



    
 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-8-13



    	 



    




 


EXHIBIT
A-9



 





EXHIBIT
A-9


 


FORM OF CLASS SQ-2 CERTIFICATES


 


[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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.





 


 






 





1 For Book-Entry Certificates only.


 



    	A-9-1



    	 



    






 





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)(1) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (2)
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 HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT


 





 






 


2 For Regulation S Book-Entry
Certificates only. 


 



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CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 



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wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS SQ-2



[RULE 144A]3 [REGULATION S]4
[BOOK-ENTRY]5 [DEFINITIVE]6
CERTIFICATE


 


Pass-Through Rate: As set forth in Pooling and Servicing Agreement.


 


	First Distribution Date: August 7, 2015	 
	 	 
	Aggregate Initial Certificate

Principal Amount of the

Class SQ-2 Certificates:

$21,600,000	Rated Final

Distribution Date: June 2035
	 	 
	CUSIP: 

92939VAS33

U46030AJ84

92939VAT17	ISIN: 

US92939VAS343

USU46030AJ824

US92939VAT177
	 	 
	Common Code:



1249117373

1249116994	Initial Certificate Principal Amount of this Certificate:

$[   ]
	 	 
	No.: SQ-2-[   ]	 


 


This certifies that Cede
& Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class SQ-2 Certificates. The Trust Fund, described more fully below, consists primarily of the only note with respect
to each of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial real estate held in
trust by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement


 


 






 





3 For Rule 144A Book-Entry Certificates only.


 


4 For Regulation S Book-Entry Certificates only.


 


5 For Book-Entry Certificates only.


 


6 For Definitive Certificates only.


 


7 For IAI Certificates only.


 



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and is bound thereby. The Certificates consist
of the following classes: Class A, Class X, Class B, Class C, Class PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3 and Class
R Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association, as Trustee and Certificate
Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control.


 


The Trustee and the Certificate
Administrator make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate in its limited capacity as
the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During each Interest
Accrual Period (as defined below), interest on the Class SQ-2 Certificates will be calculated on the basis of a 360-day year consisting
of twelve 30-day months.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which the related Distribution
Date occurs.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such distributions shall
be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date
by check


 



    	A-9-5



    	 



    




 


mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such
Certificateholder shall have 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 located in the United States and having appropriate facilities therefor. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent
(which may be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final
distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates or deliver an affidavit in
accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in trust for the account of
the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates
for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after
the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets that remain
held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust Fund. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement. Any such amounts
transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Trustee.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided in the Pooling and
Servicing Agreement together with an instrument of assignment or transfer


 



    	A-9-6



    	 



    




 


(executed by the Holder or his duly authorized attorney),
subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of
this Certificate, subject to the requirements of Article V of the Pooling and Servicing Agreement, the Certificate Administrator
shall execute and duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Certificate Principal Amount or Notional Amount. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02 of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected by notice
to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee without the consent of any Certificateholder:


 





(i)            to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim
against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC;


 



    	A-9-7



    	 



    




 


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;


 


(v)           to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to
make 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
not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency Confirmation from each Rating
Agency;


 


(vii)         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating Agency;
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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator and the Trustee
and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC,
as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying
Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided,
further, 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


 



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Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency
for the rating on such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the obligations of
the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee 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 which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate; or


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency.


 







Notwithstanding the foregoing,
none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special Servicer will
be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate


 



    	A-9-9



    	 



    




 


Administrator, the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


The obligations created
by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action required to be taken
by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination Date. 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 United Kingdom, living
on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 



    	A-9-10



    	 



    




 


 










 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: July 24, 2015



	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Certificates
referred to in the Pooling and Servicing Agreement.


 


Dated: July 24, 2015

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 






    	A-9-11



    	 



    

  


Schedule A


 


	
        Date
	 	
        Certificate Principal Amount
or

Notional Amount Exchanged or

Transferred
	 	
        Remaining

Certificate

Principal

Amount or

Notional Amount

of this Certificate
	 	
        Notation Made By

	
         

	 	
         
	 	
         
	 	
         

	
         

	 	
         
	 	
         
	 	
          

	
         

	 	
          
	 	
          
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
          

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	
         
	 	
         
	 	
         

	

         
	 	

         
	 	
         
	 	
         

	
         
	 	
         
	 	
         
	 	
         



 



    	A-9-12



    	 



    




 




ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-9-13



    	 



    
 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-9-14



    	 



    



 



EXHIBIT A-10


 


EXHIBIT
A-10


 


FORM
OF CLASS SQ-3 CERTIFICATES


 


[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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


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 NOT A “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.


 


 




1
For Book-Entry Certificates only.


 






    	A-10-1



    	 



    

 


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)(1) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (2) 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 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OF AMERICA OR TO
A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.]2


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


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.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT


 


 



2
For Regulation S Book-Entry Certificates only.


 






    	A-10-2



    	 



    

 


CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    	A-10-3



    	 



    

 


wp
glimcher mall TRUST 2015-WPG

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-WPG, CLASS SQ-3



[RULE 144A]3 [REGULATION S]4 [BOOK-ENTRY]5 [DEFINITIVE]6
CERTIFICATE


 


Pass-Through
Rate: As set forth in Pooling and Servicing Agreement.


 


	First Distribution Date:  August
    7, 2015	 	 
	 	 	 
	Aggregate Initial Certificate

    Principal Amount of the

    Class SQ-3 Certificates:

    $19,500,000	 	Rated Final

    Distribution Date:  June 2035
	 	 	 
	CUSIP: 

    92939VAU83

    U46030AK54

    92939VAV67	 	ISIN:  

    US92939VAU893

    USU46030AK554

    US92939VAV627
	 	 	 
	Common Code:

    1249123003

    1249117024	 	Initial Certificate Principal Amount of
    this Certificate:

    $[  ]
	 	 	 
	No.:  SQ-3-[ ]	 	 


 


This
certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class SQ-3 Certificates. The Trust Fund, described more fully below, consists primarily of the
only note with respect to each of two (2) fixed rate loans secured by mortgages (“Mortgage Loans”) on commercial
real estate held in trust by the Trustee and serviced by the Servicer. The Trust Fund was created, and the Mortgage Loans are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement


 


 




3
For Rule 144A Book-Entry Certificates only.


 


4
For Regulation S Book-Entry Certificates only.


 


5
For Book-Entry Certificates only.


 


6
For Definitive Certificates only.


 


7
For IAI Certificates only.



 






    	A-10-4



    	 



    

 


and
is bound thereby. The Certificates consist of the following classes: Class A, Class X, Class B, Class C, Class
PR-1, Class PR-2, Class SQ-1, Class SQ-2, Class SQ-3 and Class R Certificates (the “Certificates”; the Holders
of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement, dated as of July 24,
2015 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Servicer and Special Servicer, and Wells Fargo Bank, National Association,
as Trustee and Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. In the event of any conflict between the terms of this Certificate and
the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control.


 


The
Trustee and the Certificate Administrator make no representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or any Mortgage Loan and the Certificate Administrator has executed this Certificate
in its limited capacity as the Certificate Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the Distribution Date 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 Certificates of
the Class represented hereby for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Distribution
Date” shall mean the 4th Business Day after the Determination Date, commencing in August 2015. “Determination Date”
shall mean, with respect to each Distribution Date, the 1st day of the calendar month in which such Distribution Date occurs (or,
if such day is not a Business Day, the immediately succeeding Business Day).


 


During
each Interest Accrual Period (as defined below), interest on the Class SQ-3 Certificates will be calculated on the basis of a
360-day year consisting of twelve 30-day months.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date is the calendar month preceding the month in which
the related Distribution Date occurs.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the Interest Accrual Period relating to the month in which the related Distribution Date occurs. Such
distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the
related Record Date by check


 






    	A-10-5



    	 



    

 


mailed
by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder
shall have 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
located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made
in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or its agent (which may
be the Certificate Registrar acting as such agent) that is specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates or
deliver an affidavit in accordance with Section 5.06(g) of the Pooling and Servicing Agreement shall be set aside and held in
trust for the account of the appropriate non tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates
as to which notice of the Termination Date has been given pursuant to Section 9.01 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 Certificateholders, at their last addresses shown in the Certificate Register, to
surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of
the assets that remain held. If within two years after the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and
the Certificate Administrator shall thereafter distribute such amounts to the Class R Certificateholders in respect of the Trust
Fund. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing
Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income
and gain realized from investment of such funds shall be for the benefit of the Certificate Administrator.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Trustee.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at the Corporate Trust Office as provided
in the Pooling and Servicing Agreement together with an instrument of assignment or transfer


 






    	A-10-6



    	 



    

 


(executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements of Article V of the Pooling
and Servicing Agreement, the Certificate Administrator shall execute and duly authenticate in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations of a like aggregate Certificate Principal Amount or Notional
Amount. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02 of the Pooling
and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, any Paying Agent 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 none of the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator, the Certificate Registrar, the Trustee, any Paying Agent or any agent of any of them shall be affected
by notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee without the consent of any Certificateholder:


 


(i)          to
correct any inconsistency, defect or ambiguity in the Pooling and Servicing Agreement or to correct any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts, the Interest Reserve Account
or any REO Account, provided that (a) the 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 by (1) an Opinion of Counsel (at the expense of the party requesting such amendment or at the expense of the Trust
Fund if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation from each Rating
Agency;


 


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC that would be a
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC;


 






    	A-10-7



    	 



    

 


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;


 


(v)          to
modify, eliminate or add to the provisions of Article V of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided, that the Depositor has determined that
such change shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee,
provided that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)         to
make 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
not consenting thereto as evidenced by (x) an Opinion of Counsel or (y) receipt of Rating Agency Confirmation from each Rating
Agency;


 


(vii)        to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating
Agency; 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 Section 3.06(b) of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Servicer, the Certificate Administrator and the
Trustee and, for so long as a Control Event has not occurred and is not continuing, the related 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 the Upper-Tier REMIC or the Lower-Tier REMIC
as a REMIC, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered Rating Agency Confirmation; 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 modification does not materially increase the obligations of the Trustee, the Certificate Administrator, the Paying
Agent, the 17g-5 Information Provider, the Servicer or the Special Servicer without such party’s consent; and provided,
further, 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


 






    	A-10-8



    	 



    

 


Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency for the rating on such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s website.


 


Notwithstanding
the foregoing, no such amendment may change in any manner any defined term used in the Mortgage Loan Purchase Agreement or the
obligations of the Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Certificate Administrator and the Trustee 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 which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate; or


 


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment without
the consent of the Holders of all Certificates of such Class then outstanding; 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 the Mortgage Loan Purchase Agreement or the obligations of the Mortgage Loan Seller under
the Mortgage Loan Purchase Agreement or otherwise or change any rights of the Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of the Mortgage Loan Seller; or


 


(v)         amend
Accepted Servicing Practices without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency. 


 


Notwithstanding
the foregoing, none of the Trustee, the Certificate Administrator, the Paying Agent, the Depositor, the Servicer nor the Special
Servicer will be required to consent to any amendment of 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 Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate


 






    	A-10-9



    	 



    

 


Administrator,
the Paying Agent 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, the Lower-Tier REMIC or the Upper-Tier REMIC, or cause the Lower-Tier REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC.


 


The
obligations created by the Pooling and Servicing Agreement shall terminate immediately following the occurrence of the last action
required to be taken by the Certificate Administrator pursuant to Article IX of the Pooling and Servicing Agreement on the Termination
Date. 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 United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.


 






    	A-10-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
July 24, 2015 


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 




Certificate
of Authentication


 


This
is one of the Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
July 24, 2015 


	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
    but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory




 






    	A-10-11



    	 



    

 


Schedule
A


 


	Date
	 	Certificate
                                         Principal Amount or

                                         Notional Amount Exchanged or

                                         Transferred
	 	Remaining

                                         Certificate

                                         Principal

                                         Amount or

                                         Notional Amount

                                         of this Certificate 
	 	Notation
                                         Made By 

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         

	 

         
	 	 

         
	 	 

         
	 	 

         




 



    	A-10-12



    	 



    

 










ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________


	 


(please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificates to the above-named Assignee(s) and to deliver such Certificate to the following address:



	 
	 



	 	 	 
	Date:______	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-10-13



    	 



    
 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for
purposes of distribution:


 


Address of the Assignee(s) for the purpose of
receiving notices and distributions: _____________________________________________


	 	 
	 	.
	 	 
	Distributions, if be made by
wire transfer in immediately available funds to
__________________________________________________________________ 	 
	 	 
	for the
account of ___________________________________________ _____________________________________________________________________	 
	account number
_________________________________________________________________________________________________________________.	 


 





This information is provided by ________________________________________________________________________
the Assignee(s) named above, or ___________________________________________________________ as its (their) agent.





	 	 	 
	 	By:	 
	 	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number



 



    	A-10-14



    	 



    



 


EXHIBIT
                                         B
 MORTGAGE LOAN SCHEDULE



 



	Glimcher Mall Trust 2015-WPG	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	 	Property
    Name	 	Mortgage
    Loan

    Seller	 	Borrower
    Entities	 	Property
    Type	 	Property

    City	 	State	 	Origination

    Date	 	First

    Payment

    Date	 	Maturity

    Date	 	Current

    Interest Rate	 	Title
    Type	 	Ground

    Lease	 	Extensions

    Beyond

    Maturity Date	 	Related

    Letter of

    Credit
	 	1	 	Pearlridge
    Center	 	JPMCB
    and GACC	 	BRE/Pearlridge,
    LLC	 	Retail	 	Aiea	 	HI	 	5/20/2015	 	7/1/2015	 	6/1/2025	 	3.53000%	 	Fee/Leasehold	 	Yes	 	No	 	No
	 	2	 	Scottsdale
    Quarter	 	JPMCB
    and GACC	 	SDQ
    Fee, LLC	 	Mixed
    Use	 	Scottsdale	 	AZ	 	5/20/2015	 	7/1/2015	 	6/1/2025	 	3.53000%	 	Fee	 	N/A	 	No	 	No


 






    	B-1



    	 



    


 


EXHIBIT
C-1


 


FORM
OF QIB LETTER


 


[DATE]


 


[Date]


 


Wells
Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179 



 


                Re:       WP
Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates, Series 2015-WPG, Class [  ]


 


Dear
Sir:


 


In
connection with our proposed purchase of the Certificates referred to above (the “Certificates”), we confirm
that:


 


1.          We
have received a copy of the Offering Circular, dated July 9, 2015 (the “Offering Circular”), relating to the
Certificates and such other information and documents as we deem necessary in order to make our investment decision. We acknowledge
that we have read and agree to the matters stated in the Section entitled “DESCRIPTION OF THE CERTIFICATES—Delivery,
Form, Transfer and Denomination” of the Offering Circular.


 


2.          We
understand that any subsequent reoffer, resale, transfer of the Certificates is subject to certain restrictions and conditions
set forth in the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Depositor”), KeyBank
National Association, as servicer and as Pearlridge special servicer, Pacific Life Insurance Company, as Scottsdale special servicer
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and as trustee (in such capacity, the “Trustee”), and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Certificates except in compliance with such restrictions and conditions and the Securities Act of 1933,
as amended (the “Securities Act”).


 


3.          We
understand that the offer and sale of the Certificates has not been registered under the Securities Act and that the Certificates
may not be offered or sold except as


 






    	C-1-1



    	 



    

 


permitted
in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated,
that if we should offer or sell any Certificate, we will do so only (A) to the Depositor or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),
(C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to the
Certificate Administrator a signed letter containing certain representations and agreements relating to the restrictions on transfer
of the Certificates (the form of which letter can be obtained from the Certificate Administrator), or (D) to an institution
that is not a U.S. Person in an “offshore transaction” in accordance with Rule 903 and Rule 904 of Regulation S
under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising
such person that resales of the Certificates are restricted as stated herein.


 


4.          We
understand that, on any proposed resale of any Certificates, we will be required to furnish to the Depositor and to the Certificate
Administrator such certificates, legal opinions and other information as the Depositor or the Certificate Administrator may reasonably
require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates
purchased by us will bear a legend to the foregoing effect.


 


5.          We
are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act. We are aware
that the sale of the Certificates to us is being made in reliance on Rule 144A under the Securities Act. We are acquiring the
Certificates for our own account or the account of a qualified institutional buyer.


 


6.          We
are acquiring authorized denominations of the Certificates for each account for which we are purchasing such Certificates and
will not offer, sell, pledge or otherwise transfer any such Certificates or any interest therein at any time except in the authorized
denominations.


 


7.          We
acknowledge that neither the Depositor nor the Certificate Administrator or any person acting on the Depositor’s or the
Certificate Administrator’s behalf has made any representations concerning the Depositor or the offer and sale of the Certificates,
except as set forth in the Offering Circular.


 


8.          We
acknowledge that the Depositor, the Certificate Administrator and others will rely on the truth and accuracy of the foregoing
acknowledgements, representations and agreements, and agree that if any of the foregoing acknowledgements, representations and
agreements are no longer accurate we will promptly notify the Depositor, the Certificate Administrator and the Trustee.


 


9.          [Either
(A) we are (i) not a retirement plan or other employee benefit plan or arrangement subject to Title I of ERISA, Section 4975
of the Code or any Similar Law, and (ii) not directly or indirectly purchasing Certificates on behalf of, as named fiduciary
of, as trustee of, or with assets of any such plan or arrangement, or (B) we are acquiring the Certificates on behalf of
a retirement or other employee benefit plan or arrangement subject to Title I of ERISA, Section 4975 of the Code or Similar
Law (including, if applicable, ourselves), and we intend to rely on Prohibited Transaction Exemption 2002-19, and such plan or


 






    	C-1-2



    	 



    

 


arrangement:
(1) is an “accredited investor” as defined in Rule 501(a)(1) under the Securities Act, (2) is not sponsored
(within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (3) we will obtain the
following from each prospective transferee that is a retirement plan or other employee benefit plan or arrangement subject to
Title I of ERISA, Section 4975 of the Code or Similar Law: (x) a written representation that such transferee satisfies
the requirements described in the immediately foregoing clauses (1) and (2) of this subsection (B), and (y) a written
agreement of the type described in this clause (3).] [Use for all Classes other than Class PR-2, Class SQ-2, Class SQ-3 and
Class R]


 


[We
acknowledge that this Certificate should not be purchased by a transferee that is (A) an employee benefit plan or other retirement
arrangement, including an individual retirement account or a Keogh plan, which is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), section 4975 of the Code or any essentially similar federal, state or local
law (a “Similar Law”) (each, a “Plan”), or (B) a collective investment fund in which such
Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans (or
which are deemed pursuant to ERISA or any similar law to include assets of Plans) or other person acting on behalf of any such
Plan or using the assets of any such Plan, other than an insurance company using assets of an insurance company general account
which represents that all of the requirements of Prohibited Transaction Class Exemption 95-60 will be met with respect to its
acquisition and holding of this Certificate (or, in the case of a plan subject to Similar Law, the acquisition, holding and disposition
of this Certificate will not constitute or otherwise result in a non-exempt violation of Similar Law). Transferees of this Certificate
taking delivery in certificated form shall be required to deliver a letter to such effect.] [Use for Class PR-2, Class SQ-2 and
Class SQ-3]


 


[We
acknowledge that this Certificate should not be purchased by a transferee that is (A) an employee benefit plan or other retirement
arrangement, including an individual retirement account or a Keogh plan, which is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), section 4975 of the Code or any essentially similar federal, state or local
law (a “Similar Law”) (each, a “Plan”), or (B) a collective investment fund in which
such Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or any similar law to include assets of Plans) or other person acting on behalf of any
such Plan or using the assets of any such Plan. Transferees of this Certificate taking delivery in certificated form shall be
required to deliver a letter to such effect.] [Use for Class R]


 


10.         We
are a purchaser of a Class [A] [X] [B] [C] [PR-1] [PR-2] [SQ-1] [SQ-2] [SQ-3] [R] Certificate and the following information
is set forth for each beneficial owner of such Class and not the nominee:


 



	1.   Name:  	 	 





	2.   Address:
     	 	 







	3.   EIN number:
     	 	 










	4.   Entity Type:
     	 	 










	5.   Year-end: 	 	 



 






    	C-1-3



    	 



    

 


We
will inform you of any and all transfers that occur during each fiscal reporting period.


 


11.          Check
one of the following:


 


	___	We
are a “U.S. Person” and we have attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).
	 	 
	___	We
    are not a “U.S. Person” and, under applicable law in effect on the date hereof, no federal income taxes will be
    required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made on the Certificates.  We
    have attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor form),
    which identifies us as the beneficial owner of the Certificates and states that we are not a U.S. Person, (ii) IRS Form W-8IMY
    (and appropriate attachments) or (iii)]* two duly executed copies of IRS Form W-8ECI (or successor
    form), which identify us as the beneficial owner of the Certificates and state that interest and original issue discount on
    the Certificates is, or is expected to be, effectively connected with a U.S. trade or business.  We agree to provide
    to the Certificate Administrator updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]* IRS Form W-8ECI,
    as the case may be, and any applicable successor IRS forms, or such other certifications as the Certificate Administrator
    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
    Administrator.


 


For
this purpose, “U.S. Person” means a citizen or resident of the United States for U.S. federal income tax purposes,
a corporation or partnership (except to the extent provided in applicable Treasury Regulations) created or organized in or under
the laws of the United States, any state or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate the income of which is subject to U.S. federal income taxation 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 United States fiduciaries 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 which have elected to be treated
as U.S. Persons).


 


Each
of the Depositor and the Certificate Administrator are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect
to the matters covered hereby.


  


 






* Does
not apply to a transfer of the Class R Certificate.


 






    	C-1-4



    	 



    

 


	 	 	 	 
	 	Sincerely,
	 	 
	 	[Name
    of Transferee]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	C-1-5



    	 



    

 


EXHIBIT
C-2


 


FORM
OF INSTITUTIONAL ACCREDITED INVESTOR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179


 


                Re:       WP
Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates, Series 2015-WPG, Class [  ]








 


Dear
Sir:


 


In
connection with our proposed purchase of the Certificates referred to above (the “Certificates”), we confirm
that:


 


1.          We
have received a copy of the Offering Circular, dated July 9, 2015 (the “Offering Circular”), relating to the
Certificates and such other information and documents as we deem necessary in order to make our investment decision. We acknowledge
that we have read and agree to the matters stated in the Section entitled “DESCRIPTION OF THE CERTIFICATES— Delivery,
Form, Transfer and Denomination” of the Offering Circular.


 


2.          We
understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the
pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Depositor”), KeyBank National Association,
as servicer and as Pearlridge special servicer, Pacific Life Insurance Company, as Scottsdale special servicer and Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and as trustee (in such capacity, the “Trustee”), and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Certificates except in compliance with such restrictions and conditions and the Securities Act of 1933,
as amended (the “Securities Act”).


 


3.          We
understand that the reoffer and resale of the Certificates has not been registered under the Securities Act and that the Certificates
may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should offer, sell any Certificate, we will do so only (A) to the
Depositor or any subsidiary thereof, (B) in accordance with Rule 144A


 






    	C-2-1



    	 



    

 


under
the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes to the Certificate Administrator a signed letter containing
certain representations and agreements relating to the restrictions on transfer of the Certificates (the form of which letter
can be obtained from the Certificate Administrator), or (D) to an institution that is not a U.S. Person in an “offshore
transaction” in accordance with Rule 903 and Rule 904 of Regulation S under the Securities Act, and we further
agree to provide to any person purchasing any of the Certificates from us a notice advising such person that resales of the Certificates
are restricted as stated herein.


 


4.          We
understand that, on any proposed resale of any Certificates, we will be required to furnish to the Depositor and to the Certificate
Administrator such certificates, legal opinions and other information as the Depositor or the Certificate Administrator may reasonably
require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Certificates
purchased by us will bear a legend to the foregoing effect.


 


5.          We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear
the economic risks of our or their investment.


 


6.          [We
are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment discretion.]


 


[We
are acquiring the Certificates purchased by us for our own account.]


 


7.          We
are acquiring authorized denominations of the Certificates for each account for which we are purchasing such Certificates and
will not offer, sell, pledge or otherwise transfer any such Certificates or any interest therein at any time except in the authorized
denominations.


 


8.          We
acknowledge that neither the Depositor nor the Certificate Administrator nor any person acting on the Depositor’s or the
Certificate Administrator’s behalf has made any representations concerning the Depositor or the offer and sale of the Certificates,
except as set forth in the Offering Circular.


 


9.          We
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of
purchasing the Certificates.


 


10.         If
we are acquiring any of the Certificates as fiduciary or agent for one or more accounts, we represent that we have sole investment
discretion with respect to each such amount and that we have full power to make the foregoing acknowledgements, representations
and agreements with respect to each such account as set forth.


 


11.         We
acknowledge that the Depositor, the Certificate Administrator and others will rely on the truth and accuracy of the foregoing
acknowledgements, representations


 






    	C-2-2



    	 



    

 


and
agreements, and agree that if any of the foregoing acknowledgements, representations and agreements are no longer accurate we
will promptly notify the Depositor and the Certificate Administrator.


 


12.         [Either
(A) we are (i) not a retirement plan or other employee benefit plan or arrangement subject to Title I of ERISA, Section 4975
of the Code or any Similar Law, and (ii) not directly or indirectly purchasing Certificates on behalf of, as named fiduciary
of, as trustee of, or with assets of any such plan or arrangement, or (B) we are acquiring the Certificates on behalf of
a retirement or other employee benefit plan or arrangement subject to Title I of ERISA, Section 4975 of the Code or Similar
Law (including, if applicable, ourselves), and we intend to rely on Prohibited Transaction Exemption 2002-19, and such plan or
arrangement: (1) is an “accredited investor” as defined in Rule 501(a)(1) under the Securities Act, (2) is
not sponsored (within the meaning of Section 3(16)(B) of ERISA) by any member of the Restricted Group, and (3) we will
obtain the following from each prospective transferee that is a retirement plan or other employee benefit plan or arrangement
subject to Title I of ERISA, Section 4975 of the Code or Similar Law: (x) a written representation that such transferee
satisfies the requirements described in the immediately foregoing clauses (1) and (2) of this subsection (B), and (y) a
written agreement of the type described in this clause (3).] [Use for all Classes other than Class PR-2, Class SQ-2, Class
SQ-3 and Class R]


 


[We
acknowledge that this Certificate should not be purchased by a transferee that is (A) an employee benefit plan or other retirement
arrangement, including an individual retirement account or a Keogh plan, which is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), section 4975 of the Code or any essentially similar federal, state or local
law (a “Similar Law”) (each, a “Plan”), or (B) a collective investment fund in which such
Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans (or
which are deemed pursuant to ERISA or any similar law to include assets of Plans) or other person acting on behalf of any such
Plan or using the assets of any such Plan, other than an insurance company using assets of an insurance company general account
which represents that all of the requirements of Prohibited Transaction Class Exemption 95-60 will be met with respect to its
acquisition and holding of this Certificate (or, in the case of a plan subject to Similar Law, the acquisition, holding and disposition
of this Certificate will not constitute or otherwise result in a non-exempt violation of Similar Law). Transferees of this Certificate
taking delivery in certificated form shall be required to deliver a letter to such effect.] [Use for Class PR-2, Class SQ-2 and
Class SQ-3]


 


[We
acknowledge that this Certificate should not be purchased by a transferee that is (A) an employee benefit plan or other retirement
arrangement, including an individual retirement account or a Keogh plan, which is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), section 4975 of the Code or any essentially similar federal, state or local
law (a “Similar Law”) (each, a “Plan”), or (B) a collective investment fund in which
such Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or any similar law to include assets of Plans) or other person acting on behalf of any
such Plan or using the assets of any such Plan. Transferees of this Certificate taking delivery in certificated form shall be
required to deliver a letter to such effect.] [Use for Class R]


 






    	C-2-3



    	 



    

 


13.         We
are a purchaser of a Class [A] [X] [B] [C] [PR-1] [PR-2] [SQ-1] [SQ-2] [SQ-3] [R] Certificate and the following information
is set forth for each beneficial owner of such Class and not the nominee:


 



	1.   Name:  	 	 





	2.   Address:
     	 	 







	3.   EIN number:
     	 	 










	4.   Entity Type:
     	 	 



	5.   Year-end:
     	 	 



  


We
will inform you of any and all transfers that occur during each fiscal reporting period.


 


14.         Check
one of the following:


 


	___	 We
    are a “U.S. Person” and we have attached hereto an Internal Revenue Service (“IRS”)
    Form W-9 (or successor form).
	 	 
	___	 We
    are not a “U.S. Person” and, under applicable law in effect on the date hereof, no federal income taxes
    will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made on
    the Certificates.  We have attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E,
    as applicable (or successor form), which identifies us as the beneficial owner of the Certificates and states that we are
    not a U.S. Person (ii) IRS Form W-81MY (with all appropriate attachments) or (iii)] two duly executed copies of IRS Form W-8ECI
    (or successor form), which identify us as the beneficial owner of the Certificates and state that interest and original issue
    discount on the Certificates is, or is expected to be, effectively connected with a U.S. trade or business.  We
    agree to provide to the Certificate Administrator updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]** IRS Form W-8ECI,
    as the case may be, and any applicable successor IRS forms, or such other certifications as the Certificate Administrator
    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
    Administrator.



 


For
this purpose, “U.S. Person” means a citizen or resident of the United States for U.S. federal income tax purposes,
a corporation or partnership (except to the extent provided in applicable Treasury Regulations) 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 the income of which is subject to U.S. federal income taxation 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 United States fiduciaries 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 which have
elected to be treated as U.S. Persons).


 






    	C-2-4



    	 



    

 


Each
of the Depositor and the Certificate Administrator is entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect
to the matters covered hereby.


	 	 	 	 
	 	Sincerely,
	 	 
	 	[Name
    of Transferee]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 




**Does
not apply to a transfer of a Class R Certificate


 






    	C-2-5



    	 



    

 



EXHIBIT C-3


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series 2015-WPG (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and
as Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National
Association, as Trustee and as Certificate Administrator 	 



 



	STATE OF    	)	 
	 	)	ss.:
	COUNTY OF	)	 




 


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


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 “Lower-Tier REMIC” and the “Upper-Tier
REMIC”, respectively relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and 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, a State or any political subdivision thereof, any


 


    	C-3-1



    	 



    

 

possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international organization or agency or instrumentality of either
of the foregoing, (iii) an organization (other than certain farmers’ cooperatives described in Section 521 of the
Code) that is exempt from 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 Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code
or (vi) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any
transfer to such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to be subject to tax or to fail to qualify
as a REMIC at any time that the Certificates are outstanding. 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. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Administrator
who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to
the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause any Trust REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person
or (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or
indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Person.


 


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 U.S. 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;


 



    	C-3-2



    	 



    
 

(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.


 


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.


 


    	C-3-3



    	 



    

 


11.          The
Purchaser is aware that the Certificate Administrator 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 Administrator, 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 to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit
and agreement or as to which the Purchaser 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.


 


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 5.02 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 the Lower-Tier
REMIC and the Upper-Tier REMIC pursuant to Section 4.04 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:



         
 


    	C-3-4



    	 



    

 


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:	 	 
	 	 	 


 


    	C-3-5



    	 



    


 

EXHIBIT C-4


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__] 	 



 


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
July 24, 2015 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as depositor (the “Depositor”), KeyBank National Association, as servicer and as Pearlridge special servicer,
Pacific Life Insurance Company, as Scottsdale special servicer and Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”) and as trustee (in such capacity, the “Trustee”).
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 Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit C-3. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in such Transfer Affidavit and Agreement are 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


 


    	C-4-1



    	 



    

 


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 for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


	 	 	 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	C-4-2



    	 



    

 

EXHIBIT C-5


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 



[Transferor]




[______]




[______]




Attention: [______]


 



		Re:	WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage Pass-Through
Certificates, Series 2015-WPG 	 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial Certificate Principal Amount] [$_____________ initial
Notional Amount] [_____% Percentage Interest] of WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [_], CUSIP No. [____] (the “Certificates”), issued pursuant to the pooling and servicing
agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as depositor (the “Depositor”), KeyBank National Association, as servicer
and as Pearlridge special servicer, Pacific Life Insurance Company, as Scottsdale special servicer and Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee
(in such capacity, the “Trustee”). 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 Purchaser hereby represents and warrants to you that with respect to the Class PR-2, Class SQ-2, Class SQ-3 and Class
R Certificates, the Purchaser is neither (i) a retirement plan or other employee benefit plan or arrangement, including an individual
retirement account or a Keogh plan, which is subject to Title I 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) that is subject to any federal, state or local law (“Similar
Law”) that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”),
nor (ii) a collective investment fund in which such Plans are invested, an insurance company using assets of separate accounts
or general accounts which include assets of


 



    	C-5-1



    	 



    

 

Plans (or which are deemed pursuant to
ERISA or Similar Law to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of any such
Plan, other than (with respect to any transfer of a Class PR-2, Class SQ-2 and Class SQ-3 Certificate) an insurance company using
assets of its general account under circumstances whereby such purchase and the subsequent holding of Certificate(s) by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and Section 4975 of 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, the acquisition, holding and
disposition of such Certificate(s) will not constitute or otherwise result in a non-exempt violation of Similar Law).


 


    	C-5-2



    	 



    

 

IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _________, 20__.



	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	C-5-3



    	 



    
 

EXHIBIT D



FORM OF REQUEST FOR RELEASE

(for Custodian)


 


Wells Fargo Bank, National Association

1055 10th Avenue, SE

Minneapolis, MN 55414

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP
Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates, Series 2015-WPG 	 




 


In connection with the
administration of the Mortgage Loans held by you as Custodian for the above referenced transaction, we request the release of the
[Custodian’s Mortgage File/specify documents] for the Mortgage Loan described below, for the reason indicated, pursuant to
Section 3.11 of the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Depositor”), KeyBank
National Association, as servicer and as Pearlridge special servicer, Pacific Life Insurance Company, as Scottsdale special servicer
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and as trustee (in such capacity, the “Trustee”). All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


	Loan Information	 
	 	 
	Name of Borrower:	                              
	 	
	Servicer Loan No.:	                              
	 	 
	Custodian	 
	 	 
	Name:	                              
	 	 
	Address:	                              

                              
	 	 
	Custodian Mortgage File No.:	                              
	Depositor
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities Corp.


 


    	D-1



    	 



    


 


	 	Address:	
        383 Madison Avenue, 31st Floor, New York, New York
        10179, Attention: Joseph E. Geoghan


	 	Certificates:	WP Glimcher Mall Trust 2015-WPG, Commercial Mortgage Pass-Through Certificates, Series 2015-WPG


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as Custodian (the “Custodian”),
for the Holders of WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates, Series 2015-WPG, 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 July 24, 2015, by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Pearlridge Special Servicer,
Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association, as Certificate Administrator,
and Trustee (the “Pooling and Servicing Agreement”).


 


(
)                         Note dated ________, in the original principal sum of $______,
made by _______, payable to, or endorsed to the order of, the Trustee.


 


( )         
  
            Mortgage(s)
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _________, State of
___________ in book/reel/docket ___________ of official records at page/image ________.


 


( )                         Deed
of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 


( )                         Deed
to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 


( )                         Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgages.


 


( )          ___________________________


 


( )          ___________________________


 


( )          ___________________________


 


( )          ___________________________


 


    	D-2



    	 



    

 


The undersigned [Servicer][Special
Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Servicer][Special Servicer] shall hold and retain possession of the Mortgage Loan Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Servicer][Special Servicer] shall not cause or permit the Mortgage Loan Documents to become subject to, or encumbered by, any
claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Servicer][Special Servicer] assert
or seek to assert any claims or rights of set-off to or against the Mortgage Loan Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Servicer][Special Servicer] shall return the Mortgage Loan Documents to the Custodian when the need therefor no longer exists,
unless the Mortgage Loan relating to the Mortgage Loan Documents has been liquidated or the Mortgage Loan has been paid in full
and the proceeds thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing
Agreement.


 


(4)          The
Mortgage Loan Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of
the [Servicer][Special Servicer] shall at all times be held for the account of the Trustee, and the [Servicer][Special Servicer]
shall keep the Mortgage Loan Documents and any proceeds separate and distinct from all other property in the [Servicer’s][Special
Servicer’s] possession, custody or control.



	 	 	 	 
	 	 	[SERVICER][SPECIAL SERVICER]
	 	 	 	 
	 	 	By: 	
	 	 	 	Name:
	 	 	 	Title:
	Date: __________, ___	 	 	 




 


    	D-3



    	 



    

 

EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE 

FOR RULE 144A GLOBAL CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.02(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__] 	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global 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 Global 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.

 


    	E-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 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, Trustee, Certificate Administrator, Servicer, Special Servicers
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.


 



    	E-2



    	 



    

 


EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.02(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through
                                         Certificates, Series 2015-WPG, Class [__]	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global 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 Global 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 and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 




    	F-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 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;


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred
in a transaction permitted by Rule 144 under 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, Trustee, Certificate Administrator, Servicer, Special Servicers
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. 


**   Select (i) or (ii), as
applicable.

 


    	F-2



    	 



    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.02(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__]	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global 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 Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 

 


 


*   Select appropriate depository.

 


    	G-1



    	 



    

 

Rule 144A and in accordance with any
applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Certificate Administrator, Servicer, Special Servicers
and the Initial Purchasers.




	 	 	 	 
	 	 	[Insert Name of Transferor]
	 	 	 	 
	 	 	By: 	
	 	 	 	Name:
	 	 	 	Title:
	Dated: __________	 	 	 



 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 



    	G-2



    	 



    

 

EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.02(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 



		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__]	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 

 


 


*   Select as applicable.

 


    	H-1



    	 



    

 

commenced or threatened in connection with
which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party
in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor,
Trustee, Certificate Administrator, Servicer, Special Servicers 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.	 



 


    	H-2



    	 



    

 


EXHIBIT I


  


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.02(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 



		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__]	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global 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.

 



    	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 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, Trustee, Certificate Administrator, Servicer, Special Servicers
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.

 


    	I-2



    	 



    
 

EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.02(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__]	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global 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 and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 


    	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 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;


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being
transferred in a transaction permitted by Rule 144 under 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, Trustee, Certificate Administrator, Servicer, Special Servicers
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. 


** Select (i) or (ii), as
applicable.

 


    	J-2



    	 



    


 


EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.02(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Wells Fargo Center

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall 2015-WPG Commercial Mortgage Pass-Through Certificates,
Series 2015-WPG, Class [__]	 



 


Reference is hereby made
to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee. 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 Global 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


 


    	K-1



    	 



    

 

commenced or threatened in connection with
which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party
in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor,
Trustee, Certificate Administrator, Servicer, Special Servicers and the Initial Purchasers.


	 	 	 	 
	 	 	[Insert Name of Transferor]
	 	 	 	 
	 	 	By: 	
	 	 	 	Name:
	 	 	 	Title:
	Dated: __________	 	 	 





 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.



 


    	K-2



    	 



    


 


EXHIBIT L-1


 


FORM OF INVESTOR CERTIFICATION


 


FOR


 


NON-BORROWER AFFILIATES


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates, Series 2015-WPG,
Class [   ] Certificates	 


 


In accordance with the
requirements for obtaining certain information under pooling and servicing agreement dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
KeyBank National Association, as Servicer and as Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special
Servicer and Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”), and as Trustee (in such capacity, the “Trustee”), with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner, or prospective purchaser of the Class of Certificates referenced above or
is a mortgage loan seller that has repurchased a portion of its loan pursuant to the Mortgage Loan Purchase Agreement, dated as
of July 24, 2015, among the Depositor, JPMorgan Chase Bank, National Association and German American Capital Corporation or otherwise
meets the definition of “Privileged Person” under the Pooling and Servicing Agreement.


 


2.          The
undersigned is not a Borrower, a manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Borrower.


 


3.           The
undersigned has received a copy of the Offering Circular.


 


4.          [The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the


 



    	L-1-1



    	 



    

 

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 Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such information confidential shall expire one year following the date that the
undersigned is no longer a Certificateholder or a beneficial owner of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.]


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Paying Agent, the Servicer, the Special Servicers 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.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website.


 


7.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.



	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


    	L-1-2



    	 



    
 

EXHIBIT L-2


 


FORM OF INVESTOR CERTIFICATION


 


FOR


 


BORROWER AFFILIATES


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


	Attention:	WP Glimcher
Mall Trust 2015-WPG, Commercial Mortgage Pass Through Certificates, Series 2015-WPG, Class [ ] Certificates	 


 


In accordance with the
requirements for obtaining certain information pursuant to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer and as Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer
and Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”),
and as Trustee (in such capacity, the “Trustee”), with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner, or prospective purchaser of the Class of Certificates referenced above.


 


2.          The
undersigned is the Borrower or is an agent or Affiliate of the Borrower, a manager of a Mortgaged Property, an Affiliate of any
of the foregoing or an agent of any Borrower.


 


3.           The
undersigned has received a copy of the Offering Circular.


 


4.          
The undersigned is requesting access to the Distribution Date Statement in accordance with the Pooling and Servicing
Agreement (the “Information”) and agrees to 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 Certificate Administrator, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such information confidential shall expire one year following the date


 



    	L-2-1



    	 



    

 

that the undersigned is no longer a Certificateholder
or a beneficial owner of the Class of Certificates referenced above.


 


5.          The
undersigned acknowledges that it will not be entitled to access the Investor Q&A Forum or to any reports or information with
respect to the Certificates other than the Distribution Date Statement as set forth in Paragraph 4 above.


 


            The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Paying Agent, the Servicer, the Special Servicers 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.


 


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.


	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 



 


    	L-2-2



    	 



    

 

EXHIBIT L-3


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 


	Attention:	WP Glimcher
Mall Trust 2015-WPG, Commercial Mortgage Pass Through Certificates, Series [   ] 2015-WPG	 


 


In accordance with the
requirements for obtaining certain information pursuant to the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Depositor”),
KeyBank National Association, as servicer and as Pearlridge special servicer, Pacific Life Insurance Company, as Scottsdale special
servicer and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and as trustee (in such capacity, the “Trustee”), with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


Either: (A) The undersigned
is a “Rating Agency” under the Pooling and Servicing Agreement, or


 


(B) The undersigned is
an NRSRO and has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e), has access to the
Depositor’s 17g-5 website, and 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, Depositor’s 17g-5 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.



	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 



 


    	L-3-1



    	 



    

 

EXHIBIT L-4


 


FORM OF VOTING RIGHTS CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust (CMBS)

WP Glimcher Mall Trust Series 2015-WPG


 



		Re:	WP Glimcher Mall Trust 2015-WPG Commercial Mortgage Pass-Through Certificates, Series 2015-WPG,
Class [   ] Certificates	 



 


In accordance with the
requirements for the exercise of Voting Rights under the pooling and servicing agreement dated as of July 24, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor (the “Depositor”),
KeyBank National Association, as servicer and as Pearlridge special servicer, Pacific Life Insurance Company, as Scottsdale special
servicer and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and as trustee (in such capacity, the “Trustee”), with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner, or prospective purchaser of the Class of Certificates referenced above.


 


2.          The
undersigned intends to exercise Voting Rights under the Agreement, and certifies that it (i) is not a Borrower, a manager of a
Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Borrower and (ii) is not the Depositor, the Servicer,
a Special Servicer, the Trustee, the Certificate Administrator, any affiliate of any of the foregoing or an agent, principal, partner,
member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor or an agent of any
Borrower.


 


3.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Paying Agent, the Servicer, the Special Servicers 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.


 


4.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	L-4-1



    	 



    

 

BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 




 



    	L-4-2



    	 



    

 


EXHIBIT M


 


Relevant
Servicing Criteria


 


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 M, 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.	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.	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.	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.	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.	N/A

     
	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.	Servicer
	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.	Servicer

    Special Servicer
	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.	Servicer

    Special Servicer



 






    	M-1



    	 



    

 


	Servicing Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	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.	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 certificate administrator’s records as to the total unpaid principal
    balance and number of mortgage loans serviced by the Reporting Servicer.	N/A
	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.	N/A
	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.	N/A
	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.	N/A
	 	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.	Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	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.	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.	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.	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 documents.	Servicer

    Special Servicer
	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



 






    	M-2



    	 



    

 


	Servicing Criteria 	applicable
    

Servicing 

Criteria
	Reference	Criteria	 
	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).	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.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	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 Servicer
and Special Servicer are the same entity, the Servicer and the Special Servicer may provide a combined assessment of compliance
in respect of their combined responsibility under Section 1122 of Regulation AB.


 






    	M-3



    	 



    

 



EXHIBIT N


 


Servicing
Function Participants


 


[None.]


 






    	N-1



    	 



    

 


EXHIBIT O


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


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 connection with
the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2015-WPG Certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com and Markit, a market data
provider that has been given access to the Distribution Date Statements, 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, and 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 CTSLink.



 


		4.	Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the agreement pursuant to which the Certificates were issued.



 


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.


 


		By:	 	
	 	 	Name:	 
	 	 	Title:	 



 






    	O-1



    	 



    

 


EXHIBIT P


 


FORM OF DISTRIBUTION

DATE STATEMENT


 


(See Attached)


 



    	P-1



    	 



    




 




EXHIBIT Q


 


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


 






    	Q-1



    	 



    

 


EXHIBIT R



ADDITIONAL FORM 10-D DISCLOSURE


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 12.04 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator (or the Servicer, to the extent specified in Section 12.04 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 Servicer and each 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 Servicer and each 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 Servicer or a Special Servicer be required to provide any information
for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Servicer or such Special Servicer is not the Servicer
or the Special Servicer, as the case may be. For this Series 2015-WPG Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Servicer and each 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 R-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)
	

         

        ·     Servicer
        (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	
         

        Item 3: Sale of Securities and Use of Proceeds

        

        
	
         

        ·     Depositor

	
         

        Item 4: Defaults Upon Senior Securities

        

        
	
         

        ·     Certificate
        Administrator

	
         

        Item 5: Submission of Matters to a Vote of Security Holders

        

        
	
         

        ·     Certificate
        Administrator

	
         

        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or
	
         

        ·     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)



 






    	Exhibit R-2



    	 



    

 


	

Item on Form 10-D	 

                                                                                Party Responsible

	
        property (if any) identified as a “significant obligor”
        in the Prospectus Supplement;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under [Section 3.12(b)] of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         

         
	 
	
         

        Item 7: Significant Enhancement Provider Information:

         

        ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         

         
	
         

        ·     Depositor

	
         

        Item 8: Other Information, but only to the extent of any
        information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure”
        pursuant to Exhibit DD, (b) such information is required to be reported as
	
         

        ·     Certificate
        Administrator, Trustee, 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 R-3



    	 



    

 


	

Item on Form 10-D	 

                                                                                Party Responsible

	“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 (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)

         

        ·     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 13.4 of the Pooling and Servicing Agreement) and the Certificate Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

	
         

        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	 

                                                                                ·     Depositor

	
         

        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided further, in each case, that in the
        event any reportable agreement is executed by the Depositor

         




 






    	Exhibit R-4



    	 



    

 


	

Item on Form 10-D	 

                                                                                Party Responsible

	
         

         
	and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.
	
         

        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	
         

        ·     Certificate
        Administrator, Trustee, Servicer and/or

        Special Servicer, in each case to the extent of
        any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans
        or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party)
        is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of
        the Trust.

	
         

        Item 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
report. 
	
         

        ·     The
        applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

	
         

        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	
         

        ·     Depositor



 






    	Exhibit R-5



    	 



    

 


	

Item on Form 10-D	 

                                                                                Party Responsible

	
         

        Item 9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	
         

        ·     Certificate
        Administrator

	
         

        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	
         

        ·     Not
        Applicable.

	
         

        Item 9: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	
         

        ·     Not
        Applicable.

	
         

        Item 9: Exhibits (By Operation of Item 8 Above), but only
        to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K
        Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported
        as “Additional Form 8-K Disclosure”.
	
         

        ·     Certificate
        Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
        for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Servicer or the Special Servicer
        constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided,
        in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
        then the Depositor shall be the responsible party for this Item 9.





 






    	Exhibit R-6



    	 



    
 



EXHIBIT
S


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 12.05 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 Servicer and each 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 Servicer and each 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 Servicer or a Special
Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Servicer
or such Special Servicer is not the applicable Servicer or Special Servicer, as the case may be. For this Series 2015-WPG Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Servicer and each 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 T,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously
	
         

        ·     Certificate
        Administrator, Trustee, 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 S-1



    	 



    

 





	
         

        Item on Form 10-K
	
         

        Party Responsible

	reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	
         

        Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)
	
         

        SEE BELOW

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus
        Supplement, (ii) such information was not so set forth and (iii) the applicable 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 Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D
        Information”.

         

         
	
         

        ·     The
        Depositor

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or
	
         

        ·     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)








 






    	Exhibit S-2



    	 



    

 





	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        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 proceedings described therein that
        are material to security holders)
	
         

        ·     Servicer
        (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         








 






    	Exhibit S-3



    	 



    

 


 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	 	
         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /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 relationship, agreement, arrangement, transaction or understanding that is entered
	
         

        ·     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 originator of 10% or more of the assets of the Trust).

         



 






    	Exhibit S-4



    	 



    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        into outside the ordinary course of business or is on terms
        other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 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 in the Prospectus Supplement or if it was previously
        reported as “Additional Form 10-
	
         

        ·     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 S-5



    	 



    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        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 not be reported if it is not material to an investor’s understanding
        of the Certificates
	
         

        ·     The
        Depositor

         

        ·     Each
        Mortgage Loan Seller



 






    	Exhibit S-6



    	 



    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus 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 (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	
         

        ·     Depositor



 






    	Exhibit S-7



    	 



    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
         

        ·     Trustee

         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this 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, 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 S-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 S-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 13.13 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 13.13 of this Pooling
        and Servicing Agreement.
	
         

        ·     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 13.5) 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 S-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 13.12 (and Section 13.5) 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 13.13 (and Section 13.6) 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 13.7 (and Section 13.4) 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 Servicer or the Special Servicer
        constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).



 






    	Exhibit S-11



    	 



    

 



EXHIBIT
T


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 12.06 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 Servicer and each 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 Servicer and each 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 Servicer or a Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Servicer or such Special Servicer is not the applicable Servicer
or Special Servicer, as the case may be. For this Series 2015-WPG Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Servicer and each 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, Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K
        requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
        transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive
        



 



    	Exhibit T-1



    	 



    




 


	
         

        Item on Form 8-K
	
         

        Party Responsible 

	 	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, 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

	
         

        Item 1.03: Bankruptcy or Receivership
	
         

        ·     Depositor



 



    	Exhibit T-2



    	 



    




 


	
         

        Item on Form 8-K
	
         

        Party Responsible 

	
         

        Item 2.04: Triggering Events that Accelerate or Increase
        a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
	
         

        ·     Depositor

         

        ·     Certificate
        Administrator

	
         

        Item 3.03: Material Modification to Rights of Security
        Holders
	
         

        ·     Certificate
        Administrator

	
         

        Item 5.03: Amendments of Articles of Incorporation or Bylaws;
        Change of Fiscal Year
	
         

        ·     Depositor

	
         

        Item 6.01: ABS Informational and Computational Material
	
         

        ·     Depositor

	
         

        Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee,
        but only to the extent related to a change in trustee
	
         

        ·     Trustee

         

        ·     Depositor

	
         

        Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee,
        but only to the extent related to a change in Servicer or Special Servicer
	
        ·     Certificate
        Administrator

         

        ·     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”.
	
         

        ·     Servicer

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Depositor

	
         

        Item 6.03: Change in Credit Enhancement or External Support
	
         

        ·     Depositor

         

        ·     Certificate
        Administrator

	
         

        Item 6.04: Failure to Make a Required Distribution
	
         

        ·     Certificate
        Administrator

	
         

        Item 6.05: Securities Act Updating Disclosure
	
         

        ·     Depositor

	
         

        Item 7.01: Regulation FD Disclosure
	
         

        ·     Depositor

	
         

        Item 8.01: Other Events
	
         

        ·     Depositor



 



    	Exhibit T-3



    	 



    




 


	
         

        Item on Form 8-K
	
         

        Party Responsible 

	
         

        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

	
         

        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
        S-K)
	
         

        ·     Not
        Applicable



 



    	Exhibit T-4



    	 



    




 


	
         

        Item on Form 8-K
	
         

        Party Responsible 

	
         

        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No.
        16 of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17
        of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit
        No. 20 of Item 601 of Regulation S-K)
	
         

        ·     Not
        Applicable

	
         

        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement.
	
         

        ·     Depositor

	
         

        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	
         

        ·     Certificate
        Administrator

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	
         

        ·     Not
        Applicable.

	
         

        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).
	
         

        ·     Not
        Applicable.



 



    	Exhibit T-5



    	 



    
 


EXHIBIT
U


 


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-WPG—SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[12.04] [12.05] [12.06] of the Pooling and Servicing Agreement, dated as of July 24, 2015 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Servicer and as Pearlridge Special Servicer, Pacific Life Insurance Company, as Scottsdale Special Servicer and Wells Fargo
Bank, National Institution, as Certificate Administrator and as Trustee, 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 U-1



    	 



    




 


 EXHIBIT V


 


[reserved]


 



    	Exhibit V-1



    	 



    

 





EXHIBIT
W


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



WP Glimcher Mall Trust 2015-WPG,

Commercial Mortgage Pass-Through Certificates

Series 2015-WPG (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [KeyBank National Association,] [as Servicer] [as Pearlridge Special Servicer] [Pacific Life Insurance
Company,] [as Scottsdale Special Servicer] [Wells Fargo Bank, National Association] [as Certificate Administrator] [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:


 


I (or Servicing
Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between
[__] and [__]] and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and


 


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 [throughout such year] [between [__] and [__]]. [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: _______________________	
	 	 
	[KEYBANK NATIONAL ASSOCIATION, as servicer]

[KEYBANK NATIONAL ASSOCIATION, as Pearlridge special servicer]

[PACIFIC LIFE INSURANCE COMPANY, as Scottsdale special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]
	 



 





 






    	Exhibit W-1



    	 



    

 





	By:	
 	 
	 	Name:	 
	 	Title:	 



 









    	Exhibit W-2



    	 



    

 


EXHIBIT
X


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


	1.	[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 servicer, special servicer, trustee, certificate administrator] involving commercial
mortgage loans [other than __________________2]
(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


 


 






 





2 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.


 



    	X-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:






 



    	X-2